Playing the odds
by Nate-Mihael
Summary: Gwen's daily life was all about excelling at everything and tolerating her lazy cousin. Her nightlife was all about letting off steam by frying the bad guys with magic as Lucky Girl and having fun doing it. Now, if only Ultra would lighten up a little, that'd be super. Superhero AU, BWEN. Cover art by Cheza-Belle, editing of said cover by Shadow59.
1. Chapter 1

Disclaimer: I do not own Ben 10.

A/N: A superhero AU inspired by the works 'Cheza-Belle' on Deviantart. If you're a Bwen fan, check out her stuff. Its really neat.

* * *

Gwen weaved through the hail of bullets, laughing, purple ribbons trailing her waist and mask as she moved. Most missed, and those that came close were caught on her mana. The charm of luck never allowed for anything more than a grazing shot, and _those_ her shielding could handle.

Turning her run into a slide, she slid in between the legs of the large man trying to shoot her, only to pop up behind him and zap him with lighting. "Try a little harder boys!" She called out, poking her tongue out at the rest of the group as the largest of them went down a spasming mess. "You won't last five minutes at this rate."

That got the desired response alright. Grit teeth, red faces for those that weren't masked… and of course weapons leveled at her, be they gun or knife. Her mother would probably faint if she could see Gwen now, staring down a group of thugs in skintight black suit with a purple sash and a mask. The girl herself smirked, mana pumping through her muscles, lending her strength and speed beyond what any group of random mobsters could deal with.

Before they could really get going with the good stuff though, a voice sounded from the rafters above that sent a spike of annoyance through her.

"You won't last one." A blue and white blur entered her field of vision before descending upon the mobsters who, overwhelmed, barely had time to scream before they were knocked out and tied up.

Gwen glared balefully at the immobilized group of mobsters before turning her angered stare on her 'rescuer.' The helmet that blocked most of his face from her was familiar, as was the white cape. The rest of his uniform was changed in accordance with the form he'd chosen, the one that gave him blue skin, black lips and roller blades for legs.

And a tail, she remembered when it slapped the ground testily, the only indication of annoyance she got from him.

"Ultra." She greeted, cordially but coldly, glaring behind her mask. She never needed that much of a disguise, the charm of Bezel would derail any thought about guessing her identity so she'd luck out of being discovered.

"Lucky Girl." Ultra greeted in return, transforming back into his 'human' form with a flash of green, the strange legs and fore-paws shifting back into those of a boy, clad in silvery white pants and gloves. At least, she assumed he was a boy. Minor voice modification aside, he was slender and just a little bit shorter than her, so he was probably below her own sixteen years. He sure didn't act like it though. While normally she would celebrate a kid that knew responsibility, Ultra always caught her at the wrong time for her to appreciate it: during her donwtime and by bugging into her business.

"I had those." She pointed out testily.

"And now you have them faster. You're welcome."

She almost thought he meant that ironically, but those lips never quirked an inch and the rest of his helmet told her nothing. Her daytime self and him would probably get along famously. Gwen Tennyson always followed the rules, never played around, didn't stay up late and didn't cause trouble. It worked fine most of the time, but sometimes she just needed to let of steam. Lucky Girl had become her escape.

_And this asshole comes along and marches boredom right back into my life…_

"I didn't want your help, Ultra, I wanted a fight! Would it kill you to leave some for me to have my fun with?"

His mouth curled down a little in distaste. "This is not 'fun', girl. It's duty. If you want to go have fun, go do so at a playground with the other children."

Gwen was about to point out that he was a kid himself, to the best of her estimation, when his helmet made a beeping noise and he tensed, before shifting back into the blue lizard skater form. She needed a better name for that thing.

"What's happening?" She asked, taking a fighting stance and looking around.

"Exo-skull and his cronies near the town hall." Ugh. Not that creep again. Ultra turned to leave.

"Hold up! I'm coming along!" She told him. No way was he stealing all the fun again.

He turned to her and actually smirked, black lips peeling back over fangs. "If you can keep up." With that he raced away and Gwen swore foully before gathering her mana, feeling her hair start to tingle as it glowed pink and a purple aura settled around her, green eyes glowing emerald and the three charms of Bezel humming with power where they were strapped to her thigh.

He was faster than her, but he needed to mind the terrain. She could fly and phase through buildings. Blasting off, aura flaring bightly, she raced in the direction of the town hall, the sounds of fighting quickly finding her. Landing, her aura shifted to its regular (and easier to maintain) blue. Ultra had beaten her there and was fighting a good dozen robotic rhinos, the Exo-skull lurking in the back. She could tell by the crystalline blades that extended from Ultra's arms that he had shifted into one of his stronger forms and he was preoccupied with the tough robots.

He wouldn't last if the mutant decided to step in though, so she decided that her fun for the night would be to mess up that big jerk. Charging a lightning bolt, the charm of electrokinesis focusing her mana, she let it loose at the giant creature, effectively gaining its attention. Sauntering closer, she put a hand on her hip and smirked cheekily, raising one finger to beckon. "Ready for a _real_ challenge, freak?"

Exo-skull huffed, red mechanical armor snapping into place. "I came her to gore Ultra, but I guess you'll do as an hors d'oeuvre, Lucky Bitch." Without further ado, the monster charged and she barely managed to dive out of the way. Hearing him crash into a building behind her (and hearing the building break) she decided that she needed to keep its attention focused on her, and keep it still.

She might be in it for the mayhem, but hero work was just that: hero work. And heroes didn't let innocent people get hurt. It was one of the few things she and Ultra could agree on; and seeing as they had run into each other several times a week for the last three years and _never _agreed on much else, that was quite the accomplishment.

Turning around, she zapped the monster with a lightning bolt again, sustaining it this time. The beast screamed, but she paid it little mind as it struggled to lumber up to her again, fighting its way past the shocks running all over it. With a cry of effort, she doubled down on the amount of mana she put into the attack and was satisfied to see the lightning strike become even more intense, damaging its armor in places. When it finally managed to make its way to her, it raised its fist to slam down on her. She stopped the attack and evaded the blow just in time, shaking her head to clear the dark spots from her vision. She might need _actual_ sleep to recharge later. The monster noticed.

"Wasting all your power on an attack that only slowed me down. Not the brightest, are you girl?" He goaded. Gwen only smirked in response, panting slightly.

"That was rather the point, moron."

Before the beast could respond, it was picked up by Ultra, who had shifted into his largest, four-armed form, and slammed into the ground with enormous force, shattering the creature s damaged mechanical armor… as well as the pavement and causing a shockwave that might as well have been a small earthquake.

As it lay dazed amongst its broken armor, Ultra pulled out a null-void projector and aimed it at him. Flipping the switch, Exo-skull was sucked in. Gwen was just in time to wave cheerily at him before he disappeared.

In the ensuing silence, Gwen looked around the battlefield, seeing a lot of wrecked buildings and even more wrecked robots. No human casualties though. Turning to Ultra, she took a flourishing bow. "You're welcome." She sang at him, only to curse inwardly when her tiredness got the better of her and she started to tip over. _Guess I overdid it on the stalling tactic…_

Before she could fall though, a steadying hand found her shoulder and Ultra, now in his human form, helped her stand upright. Looking around, the boy probably noticed the encroaching sirens. Police were never that happy with vigilante justice, even if it worked. Buzzkills. "Hang on." He told her, before shifting into his fiery form, the heat emitting from his chest doubling easily. But not so much that Gwen couldn't latch onto his neck when he launched himself into the air, using flames to propel them at high speed.

Gwen found the flight rather exhilarating in its own right, but would probably have enjoyed it more if she wasn't avoiding the ridiculous heat coming off his face. She thanked the luck charm again for making all the flames narrowly miss the arms she'd thrown around his neck.

Flying up to the top of a tall building, Ultra landed and returned to his human form. A long moment of silence passed where they stood in front of each other before he sighed, annoyed. "Are you going to let go?" In response, she just clung on to his neck tighter.

"Nope." She grinned, sleepily but cheekily.

He merely shifted into his ghostly form and slipped through her arms. The sudden loss of his anchoring form caused her to lose her balance and fall on her butt. _Ow._

She could feel his amusement as he changed back and flipped her middle finger at him. This prompted an actual _snort_ of amusement from the stoic hero. _Huh. Well hello, Mr. Emotion, my name is Gwen, how do you do?_

"We need to send you back to boy factory. Throwing a pretty girl out of your arms? Clearly defective." She asserted, rising to her feet.

He hummed, but didn't rise to the bait. The helmet told her nothing. "You did good today." He said instead, inclining his head. "You handled it cleverly, and made my job easier. Thank you."

She flushed slightly at the rare praise, but rolled her eyes as well. "I didn't do it for you."

Ultra smiled a small smile at her. "Of course. That's why you're a hero, despite your best attempts to be a troublemaker." He turned to leave, but she stopped him with a question.

"Is that why you helped me?" He froze in response, but did not turn around. She continued, shivering slightly in the cold breeze. "I was tired, _am _tired. If you'd left me, the police would've overpowered me and exposed me." She explained. "Would've gotten me out of your hair. So why?" She eyed his billowing (ridiculous) cape with intensity. He turned around to face her again.

There was an honest to god teasing smirk on his face as he stepped closer and crossed his arms. "Maybe I just felt like saving the pretty girl."

She stepped closer herself to smirk in his face, relishing the half an inch she had over him. His helmet made him look taller though. Her daytime self would never bother to step this close to any boy, and she'd probably put any boy who tried in a headlock. But, to be fair, Ultra had saved her life on more than one occasion. When you work the hero night shift together for a few years, you reach an understanding, even if she still didn't like the boring sod. All duty this, duty that. But he was familiar to her, comfortable.

Feeling her energy slowly return, she crossed her arms, mirroring him. "You telling me you actually _felt _like doing something? Because I'm still not sure if you're even human, or just a really, really advanced robot." She deadpanned. This was familiar at least. Ultra would admonish her for being reckless and selfish with her power, she would call him a bore who didn't know how to _enjoy_ his power. It had been their routine for years, with very few exceptions. It was old hat. It held no surprises.

Which was why it shocked her when he leaned in and kissed her on the lips.

And those lips were _definitely_ human. Like, woah.

Before she could really deepen the kiss though, he pulled back to smirk at her, breath ghosting over her face. What she could see of his was flushed pink. "How's that for a robot, Lucky Girl?" With that parting shot a stepped back and dipped into a bow before he spun on his heel and leaped of the side of the building, transforming into his fiery form to jet himself away. She watched him go until he was a distant light before she sat down on the roof, a little dazed.

Well… damn. There might be an upside to Mr. goody two-shoes after all.

* * *

Rubbing her temple to stave of a tired headache, Gwen fixed her eyes ahead, waiting for homeroom to start. Usually, she didn't need sleep on account of her magic, but tonight she'd used too much mana to keep herself running. The measly hour of sleep she'd managed to sneak in after getting back to her house and dispelling the illusion of her sleeping soundly on the bed wasn't nearly enough to restore all of her reserves.

Seeing something shift from the corner of her eye, she turned to the desk next to her, a familiar small form taking his seat beside her. Turns out Ben was on time for a change.

"Morning brainiac." He greeted, though there was a definite hint of cheeriness to the insult.

"Morning, freakazoid." She mumbled back. "What's got you in such a good mood?"

"Eh, I had a good night." He told her, waving her off. She shrugged, not really caring. Ben was tolerable at best, and they hung out because they were family, but they weren't exactly close.

"So," she started. "ready for the algebra test today?"

"The what now?" He asked, looking absolutely clueless.

Gwen facepalmed and immediately regretted it when a spike of pain shot through her skull. Wincing and taking a steadying breath she snapped at her cousin. "How did you ever pass grade school, doofus?" She muttered as she turned to glare at him.

His concerned face turned to annoyance before she could even process it. "By being awesome, duh. I'll be fine. I always am."

She sighed, exasperated. "That's not the point, lame brain! You gotta study if you actually want to make something of yourself, its not just to get a passing grade." She swore that sometimes, they'd messed up a birth certificate somewhere. No way that this idiot was related to her.

Then he looked her in the eye and she had to conclude that, yes, they were related. You just didn't get the exact same eyes by accident. Damn it. "Oh would you lighten up? Seriously, do you _ever_ unwind?" He asked her testily. Her left eye twitched.

"I'll have you know that I take plenty of time to unwind every day." By punching bad guys at night and throwing lightning bolts around, but he didn't need to know that-

He snorted. "Now you just sound like a pervert."

It took half a second for the implication to sink in and when it did she flushed red. "Benjamin Tennyson-!"

"Ms. Tennyson! Settle down if you would. You can needle your cousin on your own time." The homeroom teacher scolded when she walked through the door, the class quieting down with a snicker at her expense. She shot a venomous glare at her cousin. He just grinned back. Gwen groaned.

"Would it kill you to be a little more serious?" She hissed to him. He shrugged in response.

"Sure. The day you unwind, I'll be serious."

Gwen pinched the bridge of her nose. She couldn't believe she was thinking it, but, sometimes, she really wished Ben was a little more like Ultra.

* * *

A/N: This plotbunny has been bouncing around in my head for a while so figured I'd better get it out of my system. Might continue it, but Reminder remains top priority. Hope you enjoyed! EDIT: I made some grammer fixes and aged them up to be 16. As a friendly reviewer pointed out, I have them act like it and it does open a few more doors for this story.


	2. Chapter 2

Disclaimer: I do not own Ben 10.

A/N: Reminder is going easy on me, so I got some time (and inspiration) for another shot at this. Important recton for last chapter: I aged them up to sixteen. Opens more doors. Rating is gonna stay T though, there's more than enough M rated stuff on this site.

* * *

Gwen delicately made her way around the shards of crystal strewn all about the small crater, approaching the prone form in the middle, highlighted by the moonlight shining down from directly above. Reaching him, she looked up to indeed see the moon… through three stories of the abandoned parking lot they were in that Ultra had been knocked through. She whistled. _That was quite a crash._

Glancing down, she saw that Ultra had reverted to his human form somewhere between landing and now. She squatted next to his head, raising a fist and knocking on his visor.

"Wakey wakey, sleeping beauty." Oof, he was trying _so _hard not to groan. He wanted to let it rip, she could tell. But he wouldn't, stoic prideful little squirt that he was. "Shining is optional, but rising is mandatory."

That finally drew a response. "I hate you." He asserted, simply. "So. Much." She snickered. She'd gotten better at drawing out his emotions over the last few weeks. It was a blast, even if she hadn't been able to tempt another kiss out of him. She stood and leaned against a piece of rubble the size of a small car, looking up at the giant hole to the sky above them.

"So what's kicking your butt? I really want to buy it a drink." Was that a twitch in his jaw? She smirked. Sweet.

"A drone from Vilgax." Ultra grumbled, sitting up with a pained groan. "They visit me once in a while. Try to keep me fighting, study me, and send the info back to their master."

Gwen quickly caught on to the problem. "So either you fight them, and they study you, or you don't fight them, and then they..." She lowered her eyes to his battered form. "...beat your spandex clad ass across the board."

He exhaled a frustrated breath, but didn't deny it. "What I need," he started. "is a way to take it out in a single shot so that it has got not time to study me. That's how I dealt with them previously. But this one..."

_This one is too strong. _Gwen mused. A distant part of her thought it was funny that he immediately roped her into helping him out, like it was a given. Then again, it kind of was. "We could draw it in here and bring down the building on it." She suggested cheerily. They had a few metric tons to work with- yeah no, she knew what that disapproving downturn of his lips meant.

"Hey, I get it. Dust cloud, not healthy. Also, vandalism. No bueno. But come _on_!" Stern silence met her proclamation. She grit her teeth, but he was unmoved. _Stupid idiot hero complex-_

She threw up her hands. "Fine! Jeez. I got some strong spells that can destroy it, but I'm either going to need three hours to prepare a ritual, or bypass it with blood magic. You pick. Got a sacrifice for me?"

Funny how fast the color could drain from him when his head snapped up to look at her. She rolled her eyes. "Not like that, thanks for the vote of confidence. Asshole. Blood, a stray pigeon or three, anything of value." She gestured to her short hair.

"This used to go all the way to my lower back. Sacrificed it to get an edge up on Hex once." Her gesturing hand moved to her leg, highlighting the three charms of Bezel pinned to her thigh. "It worked wonders."

Ultra was silent for a moment longer, before nodding. "What do you need?"

She shrugged. "Like I said, anything of value that is either alive or was recently part of something alive and will be missed, even if only for a short while." Ultra crossed his arms in response, pondering, before he snapped his fingers. He looked ridiculous sitting there.

Picking up one of the very sharp shards of diamond lying about, the small hero raised his other arm and in one fell swoop lopped it off at the elbow. The nanoids he told her about six months ago stopped the bleeding immediately. Tossing the shard, he picked up his arm and handed it to her. She felt slightly nauseous as it dangled from her fingers.

"Errr, you know, some girls prefer _flowers, _you sicko."

He did not seem to care much. "Will that do?" He asked instead, popping a dislocated knee back into place with a hiss and struggling to his feet. That drone really did a number on him.

She eyed the arm again and shuddered. So gross. "Yeah, and then some. Kinda jumped the gun with the irreplaceable parts there, friend."

He scoffed. "I'm not your friend, buddy. I got a form that can regenerate my arm later. Now, I'm going to draw it in near the hole on the roof." He started, pointing up. "When it's there, blast it." Without further ado he shifted into his ghost form and rushed upward to the hole three stories up.

"I'm not your buddy, pal!" She called out after him, waving his arm around in frustration. And she was _not _going to think about how weird that was.

Distantly, she saw him peek down from the edge of the hole and heard him call down. "I'm not your pal, frie-" A circular drone crashed into him, pushing him out of sight, but a flash of green later had him pushing it back to hoover over the hole in his four armed (err, three armed) form.

_Better hurry. _Focusing her mana on the apendage, it quickly turned to ash, leaving behind only a dark red orb of energy that fit in her palm. Raising it to her mouth, she swallowed it, ignoring the iron taste of the magic, feeling the energy slide down her throat and settle in her gut, where heat surged forth.

Instantly, she felt her mana skyrocket, her hair tingle as it shifted to glow brightly pink while an aura of deep red surrounded her, inter spaced with patches of purple. She laughed quietly to herself. Oh yeah, this would do just _fine_.

Seeing that the drone was still above the hole, Gwen gathered all her power, bend her knees, and shot up from the ground, aura flaring like wildfire. Crashing into the drone, it barely slowed her down as she broke through its hull, and as soon as she realized she was inside of it she released all her power in every direction. A bright flash of light later vaporized the drone… aaaand the parking lot. Oops. Blacking out, she distantly hoped that she hadn't accidentally killed the boring sod, before she felt herself being caught.

* * *

Awareness came back to her in the form a tingling sensation on her leg, followed by the sound of a knife getting stuck in a piece of wood. Opening her eyes, she surreptitiously took in her surroundings. White. Bright. Cot beneath her body. _I swear if this is heaven, I need to have a talk with the manager. They can do better than this._

Glancing down, she saw Ultra sitting next to the cot on a stool, one hand on her thigh while the other guided a screwdriver towards the charms strapped to her leg. He was in his 'gray' form, the one where his skin turned gray, his eyes yellow and froglike, and (it seemed) his hair turned into a patch of white, tight curls. Huh. The rest of his uniform was the same, just minus the helmet and the cape. And, she noted, two armed.

When the screwdriver came close to one of the charms, her wards activated and with a flash of electricity and a tingle up her leg, the screwdriver was wrenched from his hand and launched to the side, where it impaled an innocent piece of wood… a piece that had five other screwdrivers sticking out of it.

Ultra hummed thoughtfully before he reached into the toolkit next to him and pulled out another screwdriver.

"One:" she started, feeling him freeze. "Doing the same thing over and over while expecting a different result is the definition of insanity. Two:" she propped herself up on her elbows, quirking a (thankfully still masked) eyebrow down at him. "If you wanted to touch my thigh, you could've just asked. I don't bite."

Ultra remained focused on the charms. "The screwdrivers are made of different alloys. I'm seeing if it makes a difference." Another zap, another screwdriver joined its brethren on the wall. His eye twitched and Gwen found it hilarious that she could actually _see_ it happening; even if he did look like some weird frog right now.

She sat up and swung her legs over the side of the cot, hooking them around the seat of his stool to pull him to her. She loomed over him and draped her arms over his shoulder, satisfied to see a faint hint of purple creep into his gray skin. That was the only sign of her affecting him at all though.

Glancing around the room (mostly white lights and gray slate, with a lot of equipment lying about. Boring. Of course it was.), she purred at him. "So, where are we, and where's the shower? Because I think I got some dust- well, everywhere." She wasn't lying. Her suit smelled singed too.

He didn't flinch. "We're in my base. There's a bathroom down that door." He gestured to the right. "Best get to it. You've been out for a few hours, and I'm sure you have places to be come morning."

Not even _her_ mom expected her to rise early on a Saturday. She had some time to waste. Glancing around the room with renewed interest, she gave him her best unimpressed look.

"This looks like a discount Bat-Cave had a baby with Iron man's mansion. Where is this place, anyway?"

His eye twitched again. "In the Null-Void. Projector is over there." He gestured behind his back, but she was too startled to notice.

"You base is in the freaking Null-Void?!" She felt something click in her brain and facepalmed, mindful of her mask. "So that's how you always manage to just appear out of nowhere!"

Ultra shrugged. "Well, if I'm already in Bellwood, I can just run to wherever I need to go. But yes, when I start my shift, I move out from here." She rolled her eyes to the ceiling. 'Shift', like it was a nine to five job instead of the coolest hobby in the world. She didn't need to say it though, the way he sighed let her know that he knew exactly what she was thinking.

"Weird tech-cave base, tacky cape, what are you, Bruce Wayne?" Gwen groused, before putting a hand on her chin. "Wait, does that make me Catwoman?" He grunted below her as he tried to untangle her other arm from around his neck, responding distractedly.

"I don't like the implication of _that_ relationship when applied to us, thank you. Frankly, you're more of a Joker."

She glared down at him, her mana bearing down threateningly on the smaller teen. She pulled her arms away and crossed them over her chest, sitting back with a huff. "I don't think I like _that _implication. I'm not some psycho!"

"Agreed." He said, raising his hands defensively, before eyeing her thoughtfully. "I meant it narratively; though I'll admit you're not quite a Joker either. On a surface level, yes, I agree, you are a total Catwoman. But a little deeper, there's an element of chaos to you, as well as an added touch of genuine heroism, as much as you try to hide it." He mused. "You're more of a mix between Catwoman, the Joker, and Wonder Woman."

Silence met his observation as she gaped, before her face shifted into a sly grin. _I don't believe it. _"Did _you_ just go nerd-philosophy on me?" She asked, trying so hard to stifle her giggles behind her hand, not quite succeeding. She didn't let on that she actually kind of liked it. Pop culture was one of the few things she and her cousin could bond over, but he was always so… superficial. Not Ultra it seemed.

The hero scoffed at her question, crossing his arms over his chest, mirroring her. "I have hobbies, you know. Hobbies that_ don't_ involve punching mobsters or aliens."

Now it was her turn to scoff. "First feelings, now hobbies? Keep it up little man, we'll make a person out of you yet!"

The way Ultra pinched the bridge of his nose was so relatable that it hurt. What she wouldn't give to lock him in a room with Ben for just an hour. And film it. And put it on youtube. "You. Shower. Now." He grit out and she reveled the display of emotion. She was starting to understand why Ben did it so much; getting under the right person's skin was _fun. _

She ignored his instruction and put a thoughtful finger on her chin. "Hmm I can get behind the Catwoman Wonder Woman mix, but I'm not really seeing the Joker chaos here. I'm not that bad-"

"You strung an entire mob family to the giant Christmas tree in the Bellwood mall last year. It took the police three hours to get them all down. Three of them still have panic attacks when they see a pine tree!"

"Oh come on, that was gold and you know it!" That stunt had honestly been the first time she'd ever heard Ultra laugh. Had made the two hours work to put them all up there even more worth it.

Clearly he was remembering it as well, because there was a smile on his face and his eye-roll was indulgent. "Go shower." He said, pushing his stool out of her legs' grasp and standing up to walk over to a coffee pot, pouring himself a mug. "I'll take you back to whatever hole in the ground _you _call a base when you're done."

Gwen had no such thing, but she rolled with it. "Sure," she shrugged, hopping of the cot and walking over to the door he had indicated previously, stopping in the doorway after she opened it. "might not be all that comfortable for you though; I'm based in a brothel. Day-shift and all that."

The sound of him choking on his drink was music to her ears.

* * *

"Ugh, really?" Gwen grumbled across from him, throwing the magazine down on their booth table and stealing a handful of his fries. He wasn't going to protest; he wasn't hungry anyway.

"What's the matter, dweeb? Did they cancel the science fair?" He asked, sipping his soda while only half paying attention to her. People watching at Burger Shack was more interesting.

"The science fair was two weeks ago, lame brain. You went there because you thought there'd be explosions."

_Oops. __Lost track of time again._"Hey, there was! That one guy's booth went up!"

"That was an accident, I think." Gwen sighed. "Get this." She flipped open the magazine and started reading. "'The Runner is Ultra's fastest form, reaching speeds of up to-'" Ben tuned her out, not really caring. He knew exactly how fast it went. He'd tune back in when she reached the relevant parts. Putting up with his know-it-all cousin for years taught him a thing or two about focusing on only the relevant bits. "-and he used the form to great effect at, amongst others, the Sludgepuppy insurrection, the Johnson Bank hostage situation and in his efforts to save the Bellwood bridge.' Infuriating!" She snapped, throwing the thing down again.

Ben eyed her cautiously. "The problem here being…?"

"They forgot Lucky Girl was involved in all of those!" Gwen snapped passionately. "Who do you think got him out of Sludgepuppy muck when he got stuck there? Or who distracted the bankrobbers while he snuck up on them? Or who held the entire freaking bridge aloft when he took his sweet time pulling people off of it?!" She stole another handful of his fries and downed them with vigor. Stress eating. Never a good sign with Gwen.

_She's not wrong though. _He mused, briefly wondering why she was taking this so personally before the thought slipped through his fingers. Much as he disliked the way Lucky Girl went about being a hero, she deserved credit where it was due. "I guess they don't focus on the less 'flashy' hero enough. Darn shame. She's awesome."

Gwen snorted. "Well they could bother to be fairer to her, but let's not kid ourselves: she's almost as bad as the criminals."

"Hey!" Ben protested, though a part of him agreed with her. "She's just trying to help _and _have fun. Sounds like a match made in heaven to me." Even if being a hero was nothing to make light of, in Ben's humble opinion. He'd treated it as a fun side gig too, once. Right up until it wasn't anymore.

Gwen gave him a look askance, raising an unimpressed brow at him. "You just think she's hot." She told him, before slapping a hand over her mouth and flushing red. Ben just shook his head at her antics. Gwen was just weird, straight up.

He didn't bother to deny her accusation though, it was one of the few things that all of him was in full agreement on. Instead, he shrugged and gave her his cheekiest smirk. "Totally." He mimed an hourglass shape with his hands, enjoying how it made her shift uncomfortably in her dorky sweater. He clucked his tongue. "Curves in _all _the right places."

Gwen groaned, dropping her face in her hands, beet red. "You're a pig."

Ben just snickered. "Maybe, but this little piggy is having fun." Well, now he was. Tonight, duty called.

* * *

A/N: I'm having way too much fun with writing a devil-may-care attitude on Gwen. Don't roast me on my lack of comic book knowledge, I'm rolling with the basics here. X'D Hope you all liked it, would love to hear what you think or if you have suggestions for situations.


	3. Chapter 3

Disclaimer: I don't own Ben 10.

A/N: When the muses sing, I write.

* * *

_Shit shit shit- flying car! __D__odge right round the corner and-_ Gwen screeched to a halt as she came face to face with Ultra. _...shit._ Part of her was happy to see him, but she knew him well enough at this point to recognize the tells of his annoyance. Fingers tapping his crossed arms rapidly, tension in his jaw; oh yeah. Ultra was _pissed_.

She grinned innocently. "We have _got_ to stop meeting like this, cutie."

Stony silence greeted her in turn. Okay, so flirting was not gonna cut it. Distantly, she heard an explosion and felt a blast of heat across the back of her neck. She ignored it.

"You're probably wondering what's going on here. See, someone, not me, turned Hex's robes pink. I think it was Charmcaster, but get this: the _absolute_ _madman_ decided to take it out on innocent, old me!" She cried indignantly.

Ultra shifted into his four armed form, the only form that actually had an edge on her in height, and used it to loom over her, effectively glaring down at her. Cheater.

"And while defending myself I _may_ have guided him over to a group of forever knights and-" the distant screech of metal bending and a scream made her wince. "-well, one thing led to another. The important bit-" Another explosion. "-the _important_ bit, is that no one got hurt." Behind her, a knight sailed through the air before crashing with a yelp and a groan.

"...except for that guy."

Ultra still said nothing, but uncrossed his arms, all four, and spread them as if to give her a hug… or pummel her into a pulp. He seemed angry enough to do it. She raised her hands defensively. "Hey, in my defense, Hex came looking for a fight-"

Ultra lurched forward, arms shooting past her to punch a large forever knight that she had missed charging her from behind, sending the man screaming through the air. The sound of him crashing made her wince. That poor sod was not getting up for a while.

Shifting back into his human form, Ultra just sighed, pinching the bridge of his nose. Then he did something worse than get angry. She could deal with anger-

"Let's go clean up your mess before someone gets killed."

-she could _not_ deal with bitter disappointment.

Ultra gave her no time to reply, shifting into his fast form and going ahead to make short work of the forever knights, leaving the laughing Hex to her. She sighed. Great. Just fantastic.

Turning back to the battle, she gathered her mana, rallying it behind her frustration. _Right, ending this quickly._

* * *

Max hadn't really minded when the existence of aliens became common knowledge six years ago. If anything, it gave the Plumbers a good reason to come out of hiding and expand their operation. It sure made the States more interesting in general.

For him personally, it meant he could finally stop lying to his family, which had done wonders for his relationship with his children. Other than that, he had the pleasure of instructing new recruits and walking the beat with the Bellwood cops on occasion, helping out if threats were alien or magic related. His superiors had been trying to get him to accept a position higher up the chain, take a job befitting his experience, but they hadn't been able to keep him down when he was thirty. They definitely wouldn't be keeping him down at sixty-six.

_But the best thing about it all,_ Max mused, grinning to himself, _is these two._

"Why didn't you come find me?!" Ultra cried, trying to douse the flames on his cape.

"What do you think I was doing?! You were nowhere to be found! What were you doing, ironing your cape?!" Lucky Girl yelled back, trying to work some sooth stains out of her shirt.

Giving up on said cape, Ultra tore if off and tossed it to the wind. It immediately struck Max how much smaller he looked without it. "Don't turn this around on me. Why did even turn him pink in the first place?"

Lucky Girl threw up her hands in frustration. "He came looking for the charms, I told him where he could stick em. Then I turned him pink."

Ultra, in an uncharacteristic display of emotion, threw up his hands as well. "How does that follow logically from the other?!"

"It's called diplomacy." Lucky Girl sniffed, haughtily, crossing her arms and raising her chin. Ultra was silent for a moment before turning his back on all of them, raising his visor and smacking a hand to his forehead. Twice. Max found if hilarious that the girl took the opportunity to train her gaze firmly on the other hero's spandex glad rear and blow a soft whistle.

Turning back around, visor in place, Ultra was pinching the bridge of his nose. "Just one week without you setting my city on fire, just one..." He grumbled.

Lucky Girl was not amused. "Hey, I just told you, _he_ came to find _me_! I didn't do anything! Why do you always assume the worst in me?"

"Do you want your list in alphabetical or chronological order?"

Hearing his men start to snicker behind him, Max decided it was time to step up and cleared his throat, causing two death glares to turn on him; at least he assumed Ultra was glaring under that visor.

"_What_?!" They cried in unison. The sight of these two arguing was strangely familiar, but Max couldn't quite pin the thought down. In response to their shout, he merely raised a stern eyebrow and inwardly cheered when they immediately lowered their heads. He didn't know why, but they respected him. It was one of the reasons why his superiors were okay with him running the streets of Bellwood like this; he was one of their only operatives that could actually handle these two.

It was also interesting how, as soon as they recovered, Ultra shifted into a parade rest, showing no sign of his emotions in either his body language or what was visible of his face, whereas Lucky Girl teasingly mimicked his stance and serious demeanor.

Right up until she jutted out her hip to bump Ultra's, nearly causing him to tip over. It was off no use though, Ultra was back into 'business mode', as Max's squadmates had dubbed it. "Greetings, Mr. Tennyson." The small teenager started, inclining his head, swatting Lucky Girl upside the head, causing her to snicker. "We have the situation under control, no need to worry."

Max nodded, shifting his gaze to the large orb of glowing blue crystal that contained the forever knights and Hex… all in toddler form. Lucky Girl reached out to shake it a little, to the delighted cries of the children inside.

"...and how did they turn out like that?" He asked, trying very hard not to laugh at the sullen glare toddler Hex was giving the world in general.

Instead of Ultra answering, Lucky Girl grinned cheekily at him. "It's a kind of magic~" she sang and this time he did laugh. _Good to hear someone taught her the classics. _His laugh turned into a sigh, crossing his arms and rolling his eyes at them.

"What am I going to do with you two? You still wrecked half a block of office buildings." Disregarding that these were much easier to rebuild with all the alien tech they'd bartered for, and disregarding that Lucky Girl had managed to pull several dozen civilians out of the path of destruction before Ultra showed up to turn the tide of battle.

The two teenagers looked at each other. Ultra was the one who answered him. "Well, you could send us off with a pat on the back after we tell you how _sorry_ we are about the buildings." He suggested, elbowing the girl. "Aren't we sorry, Lucky Girl?"

She groaned. "Will you stop trying to turn me into a polite adult in my downtime?" Not waiting for a response, she waved cheerily at Max. "A pleasure as always, Mr. Tennyson. I'm going to bail before the cops try to arrest me... again. And to find a shower. See ya!"

She made to walk away before Ultra's hand shot out, clasping hers, halting her in her tracks. Lucky Girl looked startled for a second before throwing the smaller hero a sheepish grin. "I know I'm irresistible, but you gotta give a girl her space-"

"You can use my shower. We'll leave the clean-up to you, Mr. Tennyson. Have a nice evening." With that he pulled out a null void projector and opened a portal, stepping in and dragging lucky girl through.

Max chuckled into the ensuing silence before he finally managed to pin down that nagging thought. He snapped his fingers. They reminded him of his grandkids; Ultra acted just like Gwen did around Ben, and vice versa. He hummed, thinking. Odd, that-

"And that's a win in the betting pool for me. Letting her use his shower? Dating." Phil interrupted his train of thought, and Max focused on the young man that came up beside him.

"You do know that betting is against Plumber regulations, right?"

Phil snorted in that subdued way of his. "Surely you are part of at least one pool, sir?"

Max chuckled and clasped his shoulder. "Oh, you naive little rookie. I'm part of _all_ of them."

* * *

"All I'm saying, your showers are more like a hose than an actual shower. Should get a hot tub, you have the equipment right?" Ben stirred at the sound of her voice, sitting up slightly on his beaten couch. It was far from the only scrapped piece of furniture, or equipment, in his base, but it was by far the comfiest.

Lucky Girl settled down next to him, having cleaned and mended her suit with magic and used his shower to freshen up. There was a towel around her neck and her hair was still damp. He tried not to focus too hard on her flushed appearance, mask notwithstanding.

"That would be pointless. I only use the facilities to get clean, not for relaxation purposes." He reminded her before reaching out to take a sip of his cooling mug of coffee. He absolutely abhorred the stuff, much preferring soda, but the nanoids that allowed him to run on an hour of sleep a day absolutely _loved_ the beverage.

She sighed, cradling her head in her hands. "Right, I forgot I was talking to Mr. Boring. You're lucky you're cute."

He snorted. "You don't even know what I look like. And I'm shorter than you. You could be cradle robbing for all you know." She just shrugged in response.

"I'll take small and cute over handsome. Dated handsome, no brain to work with. Besides," she smirked, stretching languidly, showing of every curve she had. "you don't know what _I _look like either, and that's not exactly stopping you." He felt heat rise to his face and she snickered before sighing wistfully. "Cute, clever, but _so_ boring. Darn shame." She mused.

"I'm not _that_ boring." He protested, but there wasn't much feeling in it. Ben was all the feeling in this bargain, and the part of him that was Ben was currently a useless mess over having Lucky Girl, of all people, calling him cute; and not just teasing. She snorted, delicately.

"Says the man who's drinking coffee in his downtime and all but ignoring the girl flirting with him."

_If that's your idea of flirting, I get why you're single._ Instead of saying that, he got up, walked over to the mini-fridge under his desk and pulled two sodas out of it, tossing one her way. She caught it, of course she did, and eyed it with surprise, before focusing her bemused gaze on him.

Opening his own can, he raised it to her. "There, now will you please stop negging me?" He told her as he plopped down beside her again.

She grinned, slightly apologetic. "Sorry, didn't think about that. Also, now you're speaking my language!" She opened her can, taking a hearty gulp of it before swallowing with a belch.

He groaned. "Classy." She waved her hand dismissively. "Oh hush, I get enough crap about manners from my folks."

He hummed in response, weighing the pros and cons of asking. In the end, he decided, impulsiveness had served him well in the past when it came to her. _In for a penny..._ "Is that why you act as you do? Your parents?" Instead of shooting him down or cracking a joke, she actually placed a thinking hand on her chin. He sipped his soda as he awaited her response.

"Yes, and no." She allowed, plucking the towel of off her neck to dab at the last vestiges of moisture in her hair before tossing it away. "It's more general than that. My life is… busy." She ran a hand through her hair, smiling ruefully. "Yes, my folks put a lot of pressure on me, but so does school, my friends, all that. And I don't mind that!" She waved her hand for emphasis. "But it's not always what I wanna do, you know?" She said before an orb of light formed in her right palm and she rolled it around her palm, eyes transfixed and distant. Ben was more transfixed on what he could see of her face.

"This," she explained, voice soft, "this is _mine_."

Ultra allowed the silence to linger, taking in what she told him. It made him feel strangely better, in a morbid way, to know that her time as a hero was not just a game to her, but a reallly significant part of her life, the only thing she felt was hers alone. He didn't have to like her attitude, but at least she wasn't mocking it altogether as he'd always thought.

And he could relate to it on a personal level too; daily life was his downtime from hero work after all, and he went out of his way to not think at all during it. But it did beg the question... "Why didn't you tell me sooner?" He murmured, and even that felt like a shout in deafening silence. Her answering laugh was equally soft.

"You weren't ever this... approachable, even if you still assume the worst of me." Ben winced. _Like __I did__ today._

"My apologies-"

"It's fine." Lucky Girl cut him off. He wanted to protest, but decided that perhaps it was better to cut the heart to heart short. Neither of them was used to opening up, after all. He took a long sip of his soda. When she turned her gaze on him again, ball of magic dissipating, she was all cheek. It was a bit fragile. "So, is that mini-fridge new? Cuz I don't think I saw it when I broke in three days ago."

He spat his drink and she laughed, a happy sound that made his stomach tie in knots; in the most pleasant ways.

"You what?! How did you even get into the Null Void?"

"Magic, General Dork."

"But the security system-"

"Weak spot in one sector. Took me an hour to actually get the darn hatch to open though; had to hack the system on my phone to do it." She glared at him. "I don't appreciate you making me use my brain on my day off."

Part of him was impressed at how she managed that; he knew that Lucky Girl was smarter than she let on, but not _this _smart, but most of him was peeved at the security breach. "What sector was vulnerable?" He grit out. She smirked.

"Now _that's_ information you have to buy." She suggested, waggling her eyebrows behind her mask, leaving little doubt as to what she meant.

...well, one _could_ say his hands were tied, than. He moved over to her side of the couch, pushing her on her back as he did so he could loom over her. It seemed she hadn't quite anticipated that, if her flush was anything to go by. Leaning down, he kissed her and a happy sound escaped her and darn it she had no business being this adorable. And she dared call _him_ cute. Hypocrite.

She wanted to deepen the kiss, he could tell, but Ben pulled back, leaving her hanging. "What sector?" He breathed, trying very hard to keep thinking straight in the face of her flushed and very kissable face. He felt her hands grab hold of the horns on his helmet and scoffed. "You already tried taking my helmet of that way-" She yanked him down for another kiss, arms wrapping around his neck and legs around his waist.

He never did find out where the security breach was.

* * *

**Four years ago**

Coughing dust out of his lungs, Ben looked at the crash site of the meteor (satellite?). It was a… metal sphere?_ This summer is weird already, and its just the first day._

Making his way over cautiously, the twelve-year-old startled when the sphere opened to reveal a bracelet of some sort. Ben gave the contraption his best deadpan glare. Some asshole nearly crushed him so they could send accessories to Earth? Not funny.

_It does look kinda cool though…_ Reaching for the bracelet, it opened and jumped out to his extended arm, latching on with a vice-like grip. Jumping back with a yelp, Ben started pancking.

"No, no, get off you stupid thing! I swear if you're gonna lay eggs in me, I'm gonna be so pissed-" The watch beeped and the dial on it extended upward, displaying the silhouette of a… lizard? "What in the-? No, you go back down-" Pushing the dial, it flashed, and Ben felt heat course through his body. It wasn't painful, but there was definitely something going _very_ wrong if the sound of his bones popping was any indication.

It was over in seconds though, and Ben was pleased to find that the watch was gone… but the fact that his hands had morphed int claws was a little more disturbing. He screamed and fell over, which brought his feet into focus- or his paws more like. _Why are they like roller blades?! _In his fright he tried to run away, only to accelerate far more quickly than he'd intended and crashing through a tree or three before he crashed into a small stream face first, hard.

_...ow. _Pushing himself up in the shallow water, he looked down, getting his breathing under control. His face was… still him. There wasn't much light, but he could still clearly see his own face. It was blue, like his arms and probably his torso; his hair was windswept and darker than her recalled, and two dark lines extended from his eyes down his cheeks. But his eyes were still his own, that vivid green only one other person could lay a claim to. It grounded him and he exhaled.

"Well," he said to himself, disconcerted by the sound of a tail swishing behind him in agitation, as well as the oddity of his voice. "guess the dweeb was right; I really am a freak." No sooner had he finished the sentence than a flash of red overtook his vision and he was himself again… albeit it with torn clothing and no shoes. And a few scrapes from crashing through the trees. Ouch.

Before he could consider his predicament further, a voice called out to him from the treeline. He turned to face it and saw Gwen running towards him.

"Are you okay?" She asked in an uncharacteristic display of concern. "I saw the meteor crash and got worried..." She eyed him, looking frightened. Then again, considering how beat up he looked…

"I'm fine." He grinned at her. "Hiked up hill, tripped and fell hard. Not sure where my shoes are at though..."

Gwen's worry quickly faded into annoyance. "Typical. Can't leave you alone for a second." She turned on her heel and walked off, leaving Ben to catch up, which he did. He didn't miss that she still gave him a worried once over though. Part of him was glad she cared at least that much after two summer trips together. "What's that watch?"

Ben held it up between them. "Oh this? This… found it in the forest. Looks cool doesn't it?"

Gwen give him a look askance. "Did you at least disinfect it before putting it on?" She asked, taking a step away from him. He shrugged.

"Sure, I cleaned it with my tongue. Counts, right?"

Gwen turned a lovely shade of green. "Agh, you are so gross!" She ran and he laughed.

* * *

A/N: Hope you enjoyed! And no, they didn't sleep together. I'm not gonna be pacing this that fast XD For anyone wondering, Gwen was singing _A kind of magic _by Queen.


	4. Chapter 4

Disclaimer: I do not own Ben 10.

A/N: RandomReviewer: "Could you do a scene like ATLA did in 'Avatar Day', where Gwen is arrested and has a heart to heart with some of the inmates while awaiting bail?"

Me: …. …. :D

Also, this chapter has one foot in the T-rating door and one foot in the M-rated door and is sorta humping the wall in between; fair warning.

* * *

"Ah dang it, you got me Jim!" Gwen threw down her cards on the table, putting on her most miffed expression as the small older man collected his winnings. The rest of the table laughed.

"Yes!" The geezer cheered. "This'll set me up for weeks!"

Gwen rolled her eyes. "Yeah yeah, best quit while you're ahead, old man." Jim did just that, pocketing his earnings and leaving for the bar. "Hey, don't spend it all on booze!" She called after him. Beside her, Eric gave her a sidelong glance, his bright blue eyes suspicious.

"So you trounce us for five rounds straight, and then suddenly lose to the worst player at the table? Doesn't add up, Lucky Girl."

Gwen shrugged innocently and the Lepidopterran on the other side of the table chuckled. All the smoke hanging in the room prevented her from having to smell him, fortunately. "Shows what you know, new boy. She always wins a few rounds and then loses to whoever is most down on their luck."

Eric's expression went from suspicious to pleasantly surprised. "That's actually kind of-"

"Don't say sweet, nice or good!" She cut him off with a groan. "Ultra would never let me hear the end of it." The rest of the table snickered at her expense. Her complicated relationship with the other hero was a known quantity.

"Speaking of which," Carmen interrupted, through a mouthful of her chips. How the older woman could eat the stuff they served here, Gwen would never understand. "where is the little guy? He's usually not far behind wherever you are these days."

The redhead snorted, but grinned all the same. "He never was, even when I didn't want him to be." She picked up the new hand of cards Eric dealt her, putting her bet on the table. "I think he's mopping the floor with Animo. Didn't sound like something he needed help with, so I came to ruin your finances. Night's still young, I'm sure something will pop up later." She _did_ kind of want to see him though. Then again, she couldn't imagine him in a bar at all, much less one this seedy-

The luck charm of Bezel glowed softly on her thigh and a white-clad figure crashed through the pub windows and onto the table, breaking it and shattering money, drinks and people to the wind. None of which hit Gwen of course; she merely crossed her legs and leaned back in her chair, fanning herself with her playing cards, smirking down at Ultra.

"I had a feeling I'd be getting lucky tonight." She purred. Before Ultra could respond, a scramble for the money ensued all around, which, after the liberal application of a glass of beer to Gordon's head, turned into an all out brawl. It didn't surprise Gwen at all: this place was never more than one bad pun away from a fight. The fight was mindful to avoid the two of them though, leaving the heroes undisturbed; the eye of the storm.

Ultra sat up and flicked a piece of debris off his shoulder, sighing. "Really? Drinking and gambling?"

Gwen did not like the judgment in his voice. "Drinking _water_ and funneling money to the poorest sod at the table while keeping out of trouble. Doing the world a favor here."

Ultra's shoulders sagged in a mixture of exasperation and surprise. "So now you're Robin Hood as well as Catwoman? Starting to see a pattern here."

She barked a laugh at his assessment. "Hell no! I steal from poor people and give to other, even poorer people. I'm basically a really, really chill loan shark."

The boy pinched the bridge of his nose (though she could see him fighting a grin) before getting up to give her a quick peck square on the lips, narrowly avoiding a chair passing overhead. She purred happily. Pulling back, he hovered over her, hands resting on the back of her seat, being the taller one of them for a change. "Sorry for assuming the worst. Again. I'm going to go clean up Animo. See you after?"

Gwen smiled, a little giddy. "Not going to hold it against you if you apologize like _that_. And sure, you know where to find me."

He actually smiled back, slightly crooked. "Even if I didn't, it would just be my luck to drop into your lap-"

The moment was broken when a full glass of beer sailed through the air and shattered on Ultra's helmet, soaking it and his cape with alcohol.

Gwen stifled a giggle as the room _screeched_ to a halt, collectively holding it's breath. Ultra was completely still for just a moment before he slowly straightened and turned around to eye the fighting patrons, all of whom looked back with no small amount of fear. The Tetramand in the back, Freddy, looked particularly guilty and like he was regretting his life choices very much.

Ultra brought his hands together to crack his knuckles. "No magic." He told her, popping them loudly.

She responded by rising from her seat and cracking her neck. "No transforming either."

He grunted in assent before grabbing her vacated chair and hurling it at the Tetramand and jumping into the fray after it with a snarl, Gwen hot on his heels with the mother of all grins on her face.

Turns out that Ultra at a bar _rocked._

* * *

"So I'm not really sure if I like _him, _or if its just all chemistry, you know?" Gwen finished, leaning against the bars of the crowded detention cell, tentatively prodding a bruise on her jaw. "Because I gotta say, the condescending snark is starting to grow on me." Around her, her fellow inmates murmured in understanding.

Freddy, a Tetramand easily four times her size in every respect, spoke up first. "I say, go for it. The chemistry between you two has been off the charts since day one and you've been talking about the brat for years. Even if it ain't love, it might get him out of your system. Win-win."

The heavily tattooed man beside the giant nodded in agreement. "Well said. And he should count himself blessed for it. You're a hell of girl, Lucky. That roundhouse kick tonight belongs in fucking museum."

Another huddle of inmates on the other side of the cell cheered in agreement, all nursing several bruises. Gwen smiled sweetly.

"Aww, thank you, Seymour, guys. If I wasn't a minor and if you weren't all twice my age… well, I'd still leave you hanging. Not that kind of girl."

"I object!" Carly spoke up next to her, the curvy young woman waving her arms for emphasis. Gwen shot her a heated glare, causing the other girl to grin sheepishly while the rest of the two dozen people in the cramped holding cell snickered. "I mean I object to the angle of just rolling with the chemistry. I mean, this sounds like it could seriously work, right? It'd be a waste to just jump in before letting the feelings properly build up you know? Pace yourself. Date a little. Better in the long run."

Gwen quirked a brow at her, uncaring that the other girl couldn't see it. "That's pretty good advice, and thanks, but aren't you in here for illegal prostitution, Carly?"

The girl grinned sunnily, twirling a pink lock around her finger innocently. "Never said I was perfect. Also, can I just say I really appreciate how you remember all our names? Sometimes I feel like we're just serial numbers to these assholes." She groused, gesturing to the officers standing guard.

"Seconded." Freddy muttered. "Ultra just beats us up and then throws us into jail like its a chore. Makes you feel very underappreciated as a lowlife."

Gwen waved him off. "You're just mad he gave you a wedgy. And he knows your names, he just pretends he doesn't. Speaking of him though-" She turned toward another huddle of inmates that were playing cards again. "Logan!"

The mountain of diamond in question turned to her, giving her a distinctly dry look; not that Logan seemed ever to have another expression on his face. She could never read that guy.

"Ultra says 'sorry about the headbutt.' Also, the Galvan's got a weak hand. Go all in."

Said Galvan swore and Logan flipped her the finger. "That helmet was dirty play, and he knows it."

"Oh come off it Lo," Carly said. "You're made of diamond, it seems fair to me. And you gotta respect that the kid stayed, like, 'human' for all of it. Looked like he was having a good time, too."

Gwen had to grin at that. Ultra crashing through the window would've made her night in and of itself, but the ensuing bar fight had been the most fun she'd had in months. She'd even managed to sneak in a deep kiss before using his distraction to toss the smaller hero at Logan.

Pity he'd had to leave so soon afterwards to deal with Animo. Watching Ultra give a Petrosapien the chair? _Priceless_. She'd been laughing so hard that she hadn't even bothered to fight the cops when they'd put her in cuffs. She was pretty sure this had been the only mass arrest the Bellwood police had ever preformed where most of the detainees were laughing their asses off as they were taken into custody.

"Anyway," Gwen turned to Carly. "what draws me in…" She paused, thinking.

"His intensity." Freddy started, dryly, listing of one thing she'd often expressed her appreciation of.

"His fighting skills." Seymour added. Yes that was another one-

"His gorgeous ass." Carly snickered, to the agreement of most of the cell.

"I did not say that." Gwen protested, shooting the woman a glare. She just shrugged.

"You were thinking it." …true. Damn it.

"Okay, you all can just go and f-"

"Lucky Girl!" The chief of police opened the cell door, huge dark-skinned man asked, lowering his glasses."You made bail. And thank you for not tearing down the building."

Gwen straightened and flipped two middle fingers at the rest of the cell, poking out her tongue. "Instant karma, you third-rate crooks."

Seymour shrugged. "Second rate, and at least we get to see you walk away." He grinned lecherously. Gwen scoffed.

"Oh no you don't. Eyes to the wall!" It was very gratifying that the roomful of thugs immediately averted their gaze. Except for Carly. At Gwen's glare, she merely shrugged.

"Fight me." The girl suggested, waggling her eyebrows.

Before Gwen could knock her down a peck, a voice cut through the conversation.

"Would you hurry up? I'm going gray over here."

Gwen grinned brightly and squeezed past the chief and hugged the woman behind him tightly, squealing while pointedly ignoring the catcalls coming from the cell she just vacated. "You already have gray hair, you witch! Took you long enough to get back!"

Chramcaster smiled down at her. Even through her purple mask, Gwen could feel the warmth in that expression. "I've only been gone three months, little kitten. Anyway, what has my partner in crime been up to?"

* * *

"You did what?!"

The little redhead blushed prettily, but that smile held no remorse at all. "I kissed Ultra." She repeated, swaying on the balls of her feet, looking far too happy with herself.

Hope wasn't sure whether to slap the girl, or shake her hand. She did both.

"Hey! What gives?"

"When did this occur?"

Gwen twirled a lock of hair around her finger, attempting to look innocent in her baby blue hoody. "Oh, tonight. During the bar fight."

"I'm not sure if that's romantic, or just straight up toxic-"

"And two days ago." Hope stopped walking and just _looked_ at her. Gwen averted her gaze to the ground, taking a shy slurp of her smoothie. She was still smiling though, the girl didn't seem to be able to stop. "And the day before that." She squeaked out.

The silver-haired woman gave the teen her best unimpressed look. "When did you _first _kiss him?"

"...a little over a month ago."

Hope stared her down for a moment longer, but she couldn't stop the grin from fighting it's way to her face anymore. "D'aww, a micro couple! So cute!"

"I'm not that short!" The redhead protested, waving her three hand around for emphasis.

The taller woman snorted, looking down her nose at her smaller companion as she started walking down the downtown sidewalk again, tutting. "Honey, you're _barely_ brushing five and a half feet, and you've got an inch on him. Micro couple. Deal with it." She quirked a brow. "Had you pegged for more of a 'handsome badboy' type though."

Gwen groaned, falling in step beside her. "Never again. Kevin was bad enough. The chemistry was the only saving grace of _that_ relationship, but beyond that? No brain. Just a lot of angst and pectorals."

"Sounds pretty good to me. And you're just mad he dumped you."

"We dumped each other!" The redhead protested, gruffly. Hope just raised her eyebrow higher, and Gwen's face turned ever more red. _3,2...1. _

Gwen screamed in frustration, startling a few passerby's. "He called _me_ boring, the witless oaf!" She threw her empty smoothie cup on the ground in frustration before immediately picking it up and dropping it in a trash can. Hope snickered at her antics. "Just because _he_ couldn't keep up with anything more complicated than my hips, doesn't mean _I'm_ boring! He's boring!"

Hope patted her shoulder sympathetically. "I'm so glad to hear that you're completely over it."

Gwen just grumbled some more and pulled up the hood of her hoodie, effectively hiding in it. Hope found it adorable. They walked in silence for a moment before Gwen's small voice found her over the bustle of Bellwood's nightlife. "I'm not… _that _boring, am I? I mean Ben's been saying it for years, and Kevin too..."

Hope swatted her on the back of the head gently, causing the girl to startle and look at her. She gave the shorter girl her best stern glare. "Now listen here: I may have the privilege of seeing _all_ sides of you, but I've hung out with _just_ Gwen Tennyson long enough to know that you are a cheeky, insufferable little witch." She grinned. "And an absolute blast to be around. Got that?"

Gwen's startled expression morphed into a bashful, red-faced grin before she tried to hide in her hood again. There was a lot of contentment radiating off of her, which meant the words had done their job. With that settled, she slung an arm around the redhead's shoulders. "So, how's the sheet life, kitten?"

What she could see of Gwen's face flushed red as her hair and she started _babbling_ of all things, gesturing wildly. "We didn't- we're not- we're not even really _dating_ you know it's more like- something… something."

Hope snickered to herself. As much as Gwen gained confidence when she donned her mask, without it? Still the awkward little nerd she knew and loved.

"So why aren't you?"

Gwen blew out a breath, grumbling. "Not for lack of trying… he isn't exactly what you'd call 'emotionally available.'"

Hope grimaced. She'd met Ultra on occasion as Charmcaster. The teen was… intense. Impressive to watch though; and not just for his transforming powers. Kid had great battle instincts and a brain too. She knew just about all the ins and outs of Gwen's arsenal, and knew that the girl could pretty much wipe the floor with anybody if she bothered to really put the effort in.

Except for Ultra. That would be more of a toss up. She'd pay to see that fight though.

"But..." Gwen continued, snapping Hope from her musings. Focusing on her companion again, she noted that the redhead had dropped the hood and looking at the dark sky above with a wistful smile. "When I do manage to get him to open up, he's… I don't know how to describe it." Gwen's gaze dropped to her feet, biting her lip.

"It's like a dance." She decided. "Kevin could never keep up. He tried, but he was barely a step above Ben; both too slow. Ultra keeps up. He meets me every step of the dance, pace for pace. He makes me work for _everything_, but when I do, he gives back everything I dish out, and then some." Her expression went from wistfully smitten to blushing. "And he's a cuddler. That's _awesome._"

Hope just eyed the short girl with a fond smile, pulling the arm she'd slung around her shoulder tighter in a half-hug. "When you put it like that, sounds like you got it pretty bad."

Gwen huffed out a laugh, but didn't deny it.

The sound of a distant boom reached them. Gwen turned to her, looking slightly worried. Hope rolled her eyes with a smile. Dates the strongest force in the known universe, still worries about his safety. Gwen Tennyson in a nutshell. "Shall we go check up on your cuddler?"

* * *

Coming up to battlefield, Gwen was surprised to find the damage limited to a single crater in the road and to find the Plumbers already present, keeping people away and helping minor injuries. No real harm done it seemed.

Grandpa Max and Phil were watching the crater, the latter looking slightly green. Walking up with Hope in tow, she caught their conversation.

"I know he said 'touch the cape one more time and I'm shoving your foot up your own rectum' but..." Phil shuddered while her grandfather nodded sympathetically, a pinched expression on his face.

"I swear, I've seen crazy things in my day, but even _I_ didn't know a leg could bend that far back."

Sliding up beside the old man, he grinned down at her ruefully. "Evening Lucky Girl, Charmcaster."

She smiled back as Hope waved. "Do I even want to know?" Talking to grandpa Max 'on the job' like this always made her want to tear off her mask just to see the look on his face. She resisted the temptation. But still, a distant part of her mind was cackling.

Phil answered for him. "Your boyfriend arrived on the scene and demolished Animo in a way that makes me want to get a bucket. What did you _do_ to him?"

"Everything her mother told her never to do." Hope deadpanned and Gwen spluttered. _Not in front of my grandpa, please!_

Phil just shrugged. "Sounds about right."

Okay, _no. _"We just kiss, that's it!" She protested to the two plumbers and one witch, turning her back on the crater in favor of yelling at them. "Nothing frisky! We aren't even dating, not really, so he's not my boyfriend-" she heard the crunch of stone behind her and felt a heat behind her, warm breath tickling her neck. She stiffened, acutely aware of eyes running up and down her frame. She swallowed before turning to look over her shoulder at Ultra.

The boy was roughed up, his cape tattered and most of his uniform around the left shoulder and arm was missing, revealing heaving lean muscles, taut from battle, covered in sweat, interrupted only by the occasional scar and a gash on his triceps. His face was glistening with sweat too, and with blood that trickled down the side of his face from a crack in his helmet where the jaw met the visor, dripping onto his cape sluggishly. His recently split lip was mending on account of the nanoids, but his panting grin revealed blood in his teeth. She couldn't see his eyes, but she knew they wide and bright under his visor.

Gwen was pretty sure that there was something wrong with her that the sight made her weak in the knees, but she was not given much time to contemplate when he reached around her and pulled her flush against him, lips latching on to her throat and sucking hard. She bit her lip in an effort to bite back a moan, distantly registering a hand resting on her hip. She could feel the hickey forming, and while most of her brain was scrambling to rally itself, one thing was perfectly clear.

Ultra was a kinky, possessive little shit. Just like her.

_...awesome._

Ultra pulled off her, though he did not step away yet. His voice rasped against her neck, heavy with adrenaline and something heated that turned her insides to mush.

"Clean-ups on you, Mr. Tennyson." With that the heat disappeared from behind her, and the sound of a Null-Void portal opening told her that Ultra had gone home. Or it would have, if her brain had been, in any way, functioning. In the ensuing silence, Hope walked up to her, grinning like a shark.

"Sooo if he's not _really_ your boyfriend, mind if I take a swing?" She purred, cheekily.

Gwen grinned back at her, a dull ache on her throat. "Sorry girl, I think we just became that _very_ official."

* * *

A/N: Do you hear that sound? That's the sound of Ben and Gwen digging their hole ever deeper while I cackle like a madman in the background. Hope you liked it! If you think the rating should be upped on account of this, let me know. I think the website's T-rating is a bit prudish compared to what most consider T-rating, but I could be wrong.

To those wondering "alright this is fun, but is it gonna go anywhere?" Yes, it is actually. Though it probably only makes sense in my head because I've been sniffing glue for 36 hours.

Last but not least: some of you might be wondering why I made Ben and Gwen so short for their age. Teenagers do most of their growing in their sleep, which Ben and Gwen barely do on account of their respective upgrades/powers.


	5. Chapter 5

Disclaimer: I don't own Ben 10.

* * *

"Tennyson!" Mr. Jones yelled as he all but kicked open the classroom door. Ben immediately shot up beside Gwen, nearly knocking his chair over, raising his hands defensively.

"I didn't do nothing!" He cried, to the snickers of their classmates.

"'Anything', lame brain." She corrected, rolling her eyes, knowing full well that he knew the proper grammar but was just trying to be a twerp about it. He grinned back at her, cheeky as they day he was born, earning another round of snickers from the class.

Gwen would've snickered too, but she had a feeling that this wasn't going to be his fight. She was proven right when Mr. Jones walked right past the boy to loom over her side of their desk. She smiled sweetly up at him.

"Morning sir!" She chirped, as if nothing was out of the ordinary. The snickering around her had died down and Ben was looking at her like she'd grown a second head, falling back into his chair in shock. That was fair though; Gwen rarely got in trouble after all. At least, during the day.

"Don't you play innocent with me, missy! Would you care to explain why you rigged all the old printers, floppy drives, and one oscilloscope in the media room to convert into a screeching orchestra when the lights are flicked on?!"

Gwen shrugged, innocently. "That is some serious dedication to a prank, sir, but it doesn't sound like me at all-"

"It's playing the _Bohemian Rhapsody_, Tennyson!"

Gwen grinned, knowing that the game was up, but she couldn't really help herself. "Still doesn't sound quite like me, even if this prankster has _great_ taste in music." Before Mr. Jones could respond, a soft sound interrupted him from beside them, breaking the otherwise deadly stillness of the surrounding classroom.

Turning to the noise, she found that Ben was biting his knuckles, eyeing her with _admiration_ of all things, shoulders shaking slightly, before a giggle escaped him again. The giggle turned into a snort, which turned into more giggles until he just seemed to give up, curling over his side of the desk, peals of laughter escaping him.

As her cousin came completely, _adorably_, undone Gwen felt her own giggles bubble past her lips until, not even ten seconds later, she too was bent over their desk, clutching her stomach, tears of laughter streaming down her face.

Mr. Jones angrily gave both the laughing teens detention with an order to fix the mess she made of the wiring in the media room after school before he stormed out of the classroom in a huff. Both Tennysons were too busy laughing to care about the detention; heck, Ben didn't even protest to being unjustly punished for her prank at all.

Their classmates were still eyeing them oddly, but Gwen could hardly bring herself to be bothered. She forced her eyes open, blinking past tears, looking to the side to see Ben lying on the table beside her, still shaking with suppressed giggles, grinning at her. A distant part of her found it funny in it's own right that Ben coming undone could make her laugh just as hard as a bar-fight with Ultra, but it wasn't really surprise. Ben had always been able to get under her skin, for good and for ill. It was the one trait he and Ultra shared. Well, that and being shrimps.

"That," Ben started, stifling another giggle, "was _awesome_, dweeb."

That little bit of genuine appreciation from Ben made the detention more than worth it. That, and Ben could use all the laughs he could get during this time of year, especially today. She grinned at him.

"Well, _someone_ told me to loosen up."

* * *

"How's he doing?" Gwen asked form beside him, not meeting his eyes. She still wasn't quite at ease with him, it seemed. It made Kevin want to sigh inwardly, but he resisted. They had more important things to worry about.

He shrugged, swallowing the bite of is sandwich he'd been chewing. "About the same as last year, a little happier. Did have some trouble getting him out of bed." He turned to smile down at her. "A pity you missed his face when he told me about your stunt; he was practically _gushing_ with admiration."

Gwen smirked, even if she was a little red-faced; whether at his appreciation or Ben's, he couldn't tell. "It was my pleasure. The philistines in this school wouldn't know good music if it hit them in the ear. I was preforming a public service."

He snorted. "Quite the humanitarian." He drawled sarcastically, but smiled through it. She might not admit it, but he knew that she'd done it for Ben. Kevin and her hadn't been on the best of terms since they broke up eight months ago, and they'd never agreed on much when they were together either, but if there was one thing that they _could_ agree on, it was that Ben needed the occasional looking after. Gwen looked after Ben, while Kevin...

Kevin took care of Ultra. The little hero was still Ben under that visor; and while the brat might like to pretend otherwise, he still had a soft heart, a heart that wasn't suited to the darker sides of the criminal underworld. They'd spend many an early morning in a dark living room, a bottle of alcohol passing back and forth between them, as Ben vented some of the things he saw on his 'shift.' Not the typical superhero stuff; but the kidnappings, the hostage situations. The murders. The things Ben could simply not understand, because why would someone do such a thing, ever?

Kevin knew all about that world; he'd been a part of it before Ben showed up and pulled him out of that pit. The least he could do was make sure that Ben wasn't swallowed by his own sense of duty.

Speaking of the devil, the boy walked over to where Gwen and Kevin were enjoying the shade in the grass, early November still being quite warm in Bellwood. Reaching them, he plopped down between them, groaning.

Kevin took one look at the tension in the boy's shoulders before the young man moved to sit directly behind the other. He placed his fingers on Ben's trapeziuses before pressing the palms of his hands firmly into his back, the thumbs doing the same lower, right next to the spine between his shoulder blades. There was an audible pop from Ben's spine and the boy groaned again, arching his back, this time in relief.

"Kevin, don't get me wrong, but I love you right now."

"Yeah, yeah, don't get used to it. Now hold still… jezus man, what have you been _doing_?" He asked, finding more than his fair share of knots in the boy's upper back alone, working his way through what he could. Maybe he'd been a bit too hasty when he said Ben was doing well...

Gwen watched him work (she'd always loved this particular talent of his, both to receive and to learn), quirking a sardonic eyebrow even as she leaned in to watch his hands. "_He's_ getting the back-rubs now? Something you want to tell me, boys?"

Kevin shrugged as another pop came form Ben's back, followed by a pleased sound. "It's those Tennyson eyes. I'm powerless before them."

"Oh, and here I thought it was 'that Tennyson ass' that you couldn't resist. My mistake." She quipped, reminding him of one of his… less than charming flirtations. Inwardly he sighed. _You let your mouth run away from you once..._

"I did not need to know that-" Ben started, before he was cut off by another pair of hands moving in to untangle his lower back. Kevin thought the flush creeping up Ben's neck was funny, and Gwen's was outright cute. They cared so much under all that snark, it was adorable.

"Actually, Ben's got that one too, so the point is moot." He quipped, continueing their conversation.

I did not need to know _that!" _The redhead squawked, flush spreading.

"You had to make it weird, man."

Kevin just shrugged, loving their discomfort. "Hey, those hips don't lie and neither do I."

Ben shuddered. Kevin wasn't sure if it was because of the conversation, or because Gwen popped a nasty sounding knot in the small of his back. "I _so_ don't want to know whose hips you're talking about right now..." Kevin halted his massage, and Ben made a dismayed sound. "I didn't say 'stop!'" He complained.

Kevin waved him off, smirking. "Gwen seems to be eager to take over. Go ahead, show me what you've remembered."

Gwen snorted as but proceeded none the less. It was awkward for a long second before the two settled into familiarity. Gwen had, after all, used the boy for practice when Kevin had been teaching her. At first, Ben had referred to it as being a 'victim', but as she got better, his complaints had gotten less and less.

"… say, Gwen, whats with that scarf?" He asked, gesturing to the pink abomination Gwen had wrapped around her neck.

Ben perked up, turning his head to eye his cousin as well. "Yeah, been wondering about that too. You've been wearing it for days while it's not even that cold."

Gwen blushed slightly, looking miffed. "Maybe I just wanted to look pretty and you barbarians just don't get fashion." She sniffed, haughtily. Kevin snorted.

"If you were trying to look pretty, you wouldn't got for _that_ monstrosity. Plus, I was there when you got that scarf from your great aunt. The only reason you didn't burn it was because Max liked it."

"Dude, harsh."

"I'd almost forgotten how romantic you could be."

Kevin rolled his eyes at their snark. "You know what I mean. Now that you mention romance though," he placed a hand on his chin, thoughtfully, before elbowing Ben. "I think that just might be the reason she's wearing it. What say you, brother Ben?"

Ben didn't join in on the teasing as he'd expected of him. Instead, he looked at Gwen over his shoulder with a bemused expression. "You're… hiding a hickey?" He asked, hesitantly. Gwen blushed, but rather than grow bashful, she just glared at the two of them, pulling her hands of Ben and crossing her arms. "What's it to you, freaks?"

Before Ben could respond, a crash resounded a few yards away, followed by Cash's laughter. Turning towards the mayhem, Kevin had to snicker at the sight of Jamie stuck, upside down, in a trash-can, legs flailing about uselessly. Ben shot him a dirty look for laughing before he got up, muttering under his breath "Just one day without a fire to put out, just one..." and storming off in the direction of the other teens.

"Cash! What did you do?!"

"Nothing! He tripped, I swear!"

"Hold the can still, you rat-faced bastard, we're going to pull him out." Ben commanded.

Kevin could only watch with amusement as Ben took charge of the situation like he'd been born to it, roping both T.J. and Cash into holding the can steady while Ben pulled Jamie free with one heave of his (deceptively powerful) frame. Beside him, Gwen whistled.

"Not bad, for a doofus. He might actually be as strong as you now." She remarked, and Kevin had to bite down on his cheek not to burst out laughing. Ben could wipe the floor with him several times over, absorbing powers or not. Part of him was bitter over that, and about him still being the 'freak' while Ben was the celebrated Ultra but…

He owed the boy too much to be mad at him for anything, and Ben wasn't exactly living the dream either. Today was ample reminder of that.

"You'll meet him there, right?" He asked her, quietly, changing the subject. She nodded in assent, giving him a small smile, and for a moment, he could pretend that they were fine. Not still lovers, perhaps, but at least friends.

"Yeah, he likes to walk alone. You'll hold down the fort?" She asked back. For now, there was no distaste in her gaze. He nodded, cherishing it while it lasted.

"Yeah. Should be fine. And thanks, Gwen. The help's much appreciated." She scoffed.

"I'm not doing it for you."

He smiled despite her snark. "Of course not. We do it for that lovable little shit, lord have mercy on our souls."

Gwen snickered at that and Kevin grinned. Yeah, for a while he could pretend they were fine.

* * *

Gwen was waiting outside the media room for their shared detention to start, eyeing the luck charm of Bezel on her necklace with bemusement. She'd long since tweaked it to prioritize derailing thoughts about her identity, what with grandpa Max running around and heroes garnering quit a bit of coverage in this city. But it had been buzzing like crazy all week, derailing conversations all around. Mostly with Ben and, strangely, Ultra. Just when she was starting to get along better with both of them…

The charm glowed faintly and a yelp sounded as Ben came skidding around the corner, clearly having missed 'wet floor' sign and crashing into the wall with a groan. Gwen quickly tucked the necklace under her blouse and adjusted her scarf before snickering at his predicament.

"Smooth, doofus. What took you so long?"

Ben groaned, peeling himself off the wall. "We had a surprise test. Got the grades back immediately after." Oh, _crap_.

"That bad?" She asked, apprehensively, to which the boy grimaced, reaching into his backpack.

"Yeah. Chemistry." Gwen winced. Ben was terrible at that even when he was sort-of prepared (not that he ever studied, to the best of her knowledge), but a surprise test? He could kiss his grade average goodbye-

He pulled out a crumpled paper and held it up to her, and she stared.

A… ninety-eight percent score. She looked up at his cheeky smirk, torn between smacking him and shaking his hand.

Taking a page from Hope's playbook, she did both.

"Hey! What gives?"

"How the heck did you do this?" She asked, before glaring at him. "Did you cheat?" She whispered, looking around if no one had heard her. The hallway was empty, save for the two of them.

Ben snorted, looking slightly offended. "No. It was only a 'surprise' test to those who don't follow Mrs. Smallwood on twitter. She gloats hours in advance, pretty handy. Studied during my free period."

Gwen eyed him silently, not really comprehending. "But you got a _ninety-eight__ percent_ score. You could've settled for a sixty. It's what you normally do." She reminded him. It was true: if Ben was good at anything, it was gauging the _exact_ minimum of effort he could put into anything while still keeping his head above the water. Heck, she'd even used that talent of his in overcrowded test weeks to help decide how much to study for which classes.

He blushed, of all things, sheepishly rubbing the back of his head, glancing pointedly away from her and at the door to the media room. "Well," he started, "I did kind of say that the day you'd unwind, I'd be serious. So, yeah. Ta-da." _...wow._

Gwen silently gaped at him for a moment, before giving the boy a sunny grin. It was at times like these that she was reminded that Ben could actually be kind of awesome, even if he wasted his potential. "Surprised you remembered that. Nice one, doofus."

Ben returned her grin, a little shy at her rare praise. "Right back at ya, dweeb."

They remained like that for a long second before Gwen cleared her throat, both of them averting their eyes, embarrassed. Being nice was not their strong suit, and quite special... but did they just have a _moment_?

_Right, putting a moratorium on that thought._

"Alright, smart guy, I've got some wiring to fix. C'mon." She pushed open the door, flicking on the lights and, sure enough, some of the old printers started up a warbly, but unmistakable, rendition of the _Bohemian Rhapsody_. Ben snickered appreciatively.

"Please tell me someone put this on youtube."

"Several people. Can't wait to show grandpa." Gwen smirked. As she moved toward the printers to undo the damage she'd wrought, she expected Ben to pull up a chair or something and just gloat while she worked. Instead, he followed, looking over her shoulder as she got started. At her raised brow, he merely grinned.

"I wanna see how you did it."

Her brow furrowed. "Why…?"

"Because I'm pretty sure this equipment can do _Billy Jean_."

Gwen smirked at him, part of her wondering when and how Ben had managed to tease Lucky Girl out of her. Most of her was just happy to have a good moment with her cousin though, so she took great joy showing him the ins and outs of her little prank.

It was rare enough for them to appreciate each other at all, so she was going to savor it while it lasted.

* * *

Walking down the sidewalk, Ben sucked in a deep breath of air. It was a beautiful day. Sunny, not a cloud in the sky, and still comfortable. His green jacket was more than enough to keep him warm.

He almost walked right past the store he needed to be in his daze. Shaking off the warmth with a rueful smile, he pushed open the door, the bell overhead chiming cheerily, and immediately the shop attendant looked up from her magazine. She grinned cheekily at him.

"Well if it isn't my second favorite Tennyson! Been up to any trouble, squirt?"

Ben rolled his eyes, but smiled back at her. "Hi to you too, Hope."

She beckoned him over with a finger, and he dutifully walked up so she could give him a peck on the forehead. He blushed. It was completely platonic, but the twelve year old in him that had crushed on her when they'd first met still wanted to cheer at the contact.

"Stay put for a second, I'll make the bouquet for your special girl. What was it again?" She asked, gently, uncharacteristically so. He didn't hang out with Hope nearly as much as Gwen did, but even he knew she was all snark and purrs, with very little in-between.

Kind of like Lucky Girl, in a way. Guess he had a type. Go figure.

"Yellow lilies please." He requested, and the girl cheerfully walked behind the counter before pulling out a pre-made bouquet of the requested flowers. Ben grinned, rolling his eyes. Cheeky woman…

"You didn't honestly think I'd forget, did you?"

Ben snorted. "More like, Gwen didn't _let_ you forget." Hope rolled her eyes as well, but didn't deny it. Ben's features softened into a grateful look.

"Thanks Hope," he said, taking the flowers. "how much for them?"

She shook her head at him, fondly, before moving over, grabbing him by the shoulders and pushing him to the door. "On the house." Opening the door, she shoved him out gently, but not before her expression turned a bit sad. She reached out to pinch his cheek. "Don't be a stranger, okay?"

Ben nodded, smiling, but he knew he would be. At least for a while. With a final goodbye, he continued his trek through town, whistling _yellow lemon tree_ under his breath. The cheery tune gave a slight skip to his step, and for the next fifteen minutes he just walked, and before long the gravel crunched under his feet. He stopped.

Ben sighed, taking a fortifying breath, opening his eyes. His smile felt fragile. "Hey, mom. Sorry I'm late. The dweeb got us detention. Worth it though, you won't believe what she did..."

Hearing the sound of gravel crunching again, he looked up to see Gwen come up beside him, her face mirroring his own sad one. She'd nailed the timing. He smiled at her being here. It felt weak, but given how they'd gotten along that day, it was genuine at least.

He held up the flowers, a silent invitation. She took it, overlaying her hand on his, and they placed the bouquet down on the ground in front of them. He used the movement to sit down on the gravel, Gwen following suit and, in an atypical display of affection, she threw an arm around his shoulders.

He'd be lying if he said the comfort wasn't heartening. He swallowed. "I was just telling her about your prank." Ben informed her, softly. She hummed in response.

"Kevin said I missed you gushing. Might as well make up for that now." She murmured, a soft sound near his ear.

Ben's eyes strayed to the stone in front of them. He could barely see it through the haze of tears that was forming in his eyes. Not that he needed to. He'd seen it too often.

He grinned, addressing it. "Well, turns out that your little hero is starting to rub off on your favorite redhead, because the absolute madwoman went from zero to a hundred on the prank scaling." He felt the tears roll down his cheeks as he spoke, but he also felt the arm Gwen had slung around him slide down to grab a hold of his hand, squeezing comfortingly.

It was as clear a signal as any that he could stop pretending to be fine and let himself fall for a bit. Gwen would catch him. She always did.

* * *

Gwen sighed, morosely. Beside her, Freddy dropped one of his smaller hands on her shoulder. "You okay, little lady?"

"Not that little." She grumbled, but there was no heat in it. On her other side, Eric eyed her worriedly.

"Ultra giving you trouble?" He asked, clearly at a loss as to what was going on. That was fair. Most at this table had seen her come and go for years when the nights were slow. They knew that this time of year was… difficult for her.

"No," she admitted. "this has got nothing to do with him." She didn't really want to talk about it though. Watching Ben come undone with laughter was one of the best feelings in the world, she could admit to herself, but watching him come undone in grief?

It broke her heart.

She was pulled from her musings by the sounds of the bar around her, or rather the lack thereof. Utter silence had settled, and she didn't understand why until she felt a heat behind her. Glancing over her shoulder, she saw Ultra stand there, looming over the back of her chair. He felt off tonight, more tired than usual, frail even. Maybe she'd missed a hard fight and he'd come to chew her out for not helping… but that didn't feel right either.

"Hey." She greeted, casually, but softly. She didn't want to broadcast her sadness to him, but she wasn't exactly going to hide it either.

"Hey." He returned, the voice distorter giving the soft sound a slightly scrambled quality. It made the greeting sound strangely fragile, broken even. He sounded like the kid he was supposed to be, but pretended he wasn't.

A moment of silence passed between them before she gestured to an empty chair standing off to the side. "Wanna join in?" She expected him to refuse, but she should at least offer. Maybe they could go find a nice place to stargaze instead-

"...sure." He grabbed the chair and Freddy scooted over fast, making room for the smaller hero to sit down beside her. Eric, newer to the dynamic in this group and less sensitive to abrupt changes in it, dealt the hero a hand of cards. "What are we playing?"

She grinned, with a cheek she knew didn't quite reach her eyes. "Strip poker." It was a lie, they were playing Go-Fish. Ultra snorted in amusement though, the display of emotion coming out far easier than it should. That, more than anything, told her Ultra was not quite himself.

"I guess that's one way to get my helmet off," He mused. "but it's also a way for me to get your mask off."

"Oh sweet summer child," she started, leaning in close, feeling a little better with him here. "you don't get to pick the order of how I undress, I do. And I can tell you, the mask is going _last."_

He actually smirked at her, looking both completely alike and unlike himself. It reminded her off Ben, just for a moment. "I can live with that." He breathed, before leaning in for a deep kiss.

She dropped her hand of cards and decided to focus on the more pressing fun to be had. Distantly, she hoped Ben had found a similar sort of comfort, somewhere.

* * *

A/N: Remember when I said this was going somewhere, implying there might be plot inbound? And remember how Ultra 'treated hero work like a joke, right up until it wasn't'? Yeah. Ben's going to be a little more layered than his hero complex in this one. Sorry for the abrupt shift in tone for some sections.

Hope you all like the way I handled Kevin, he's a bit less of an ass in this AU (not hard considering he was a psychopath in OS). I can't help but wonder 'what if, at some point, Kevin had actually taken Ben up on his many offers of help?' aaaand then you get this. For the record, the massage thing was platonic as far as the boys was concerned. No Bevin here.

Songs used: _Bohemian Rhapsody_, by Queen; _Billy Jean_, by Michael Jackson; and _Yellow Lemon Tree_, by Fools Garden. Also, the Bohemian Rhapsody printer orchestra is actually a thing. Google it, I dare ya.


	6. Chapter 6

Disclaimer: I do not own Ben 10.

A/N: jasongd, this one's for you.

* * *

"Why is that whenever I hang out with you, I end up in a crater with a life threatening situation bearing down on me?"

"Don't know what you're complaining about; sounds like a pretty solid Friday night to me."

Ben didn't even have to look to know that Lucky Girl was grinning like a wolf at him. He had bigger issues to worry about; such as the several metric tons of office building bearing down on the barrier she had thrown up around them. He was holding it up with four arms by sheer force of will at this point, Lucky doing the same a little lower, continuously feeding it mana. For all her cheekiness, he could sense her weakening.

"Well you can go thank god that it's Friday in, oh, five minutes, when my arms give out!" He snapped, not caring that he was losing his cool. He should probably worry about how much 'Ben' was creeping into Ultra at a later time. Right now, he had to survive. "Can't your magic do anything? Blood magic maybe?"

Lucky blew out a frustrated breath. Well, at least he wasn't alone in that. "That's not how blood magic works, squirt! I need to be able to _focus_ for that and between this barrier keeping the rocks off of us and the barrier outside to keep the building from tipping over into _other _buildings, I'm kind of stretched a little thin!"

"Who are you calling a squirt, delinquent?!"

"You, runt! What about you?! Did you run out of forms?! There's gotta be something in there that's stronger than this!"

"Nothing that can save both me _and _you." He confessed, gritting his teeth as the weight on the barrier increased again.

This time, he did catch her grin. "Aww, you _do_ care."

Ben rolled four eyes, but didn't deny it. "There's got to be a middle ground between us letting the building tip over and dying." And tipping the building over was not an option. The domino effect would kill thousands.

Beside him, Lucky grit her teeth and with a shout, the barrier expanded, strengthening, its blue hue becoming more solid. Ben was impressed despite the situation. To think that she was holding an entire building in place with a similar barrier outside…

If they made it out of this, he was going to sleep, and then he was going to kiss her. Senseless.

"What I need," Lucky started, panting slightly. "is space to multi-task. I've got the mana to do this, but I can't keep up two barriers _and_ move the rubble out of our way without dropping the building."

Ben considered that for a moment, before an idea came to him. "You once mentioned that you use 'light based' magic?"

Lucky nodded, eyeing him oddly. "Yeah, works better with my lightning-"

"Can you do dark based?"

He could feel her raised eyebrow. "What, like an Ectonurite? Sure, not really my forte but barriers aren't that complicated anyway-"

"Do it!" He ordered, and at her pissed expression at being ordered around and interrupted, added "Please?" ...he sounded strong and proud. Not meek. _Not_ meek.

"Stupid Captain America wannabe commanding asshole..." She grumbled before she froze, shoulders hunching, and slowly the blue of her barrier turned into a dark purple. The change in the atmosphere was immediate, growing colder and even less comfortable. "There," she snapped him from his musings. "any more requests, or are you going to share your plans?"

He nodded. "I'm going to switch forms, then I'm going to let you multi-task. Sounds fair?"

He felt her incredulity more than he saw it, but with a sigh she nodded anyway. He could feel her strengthening her barrier again in preparation, and he had to wonder where she kept pulling these reserves from. He felt the entire building shift as Lucky moved it around just a bit, fixing it in place. He took a split second to watch her, arms extended, stance rooted, every bit over her power extending over the rubble, the building and herself, lending her a faint lavender glow. She _glowed _with power.

Yes. Nap, then kiss her. So, _so_ much.

Ben closed his eyes and felt his form shift, heat spreading through him at first before cold settled into every bit of him, his body taking on that odd sensation of nothingness that only one form could give him. Wasting no time after his 'ghost' form settled completely, he phased himself into Lucky's mana. She gasped at the sensation, shuddering, but he needed to focus on the task at hand.

Melting into her, he could feel her magic course through him, and felt himself course through her in turn. He was momentarily in awe of how _huge_ her mana felt; it was like trying to drink the ocean (answering the question of where those reserves came from, she had not been joking when she said she had enough mana). But he persevered and, finding the thread that led to the barriers, he latched on and poured all his focus in keeping them steady. Usually, magic and his powers did not mix at all, but in this form, with specific dark magic, he could manage. Even if it was draining as _hell_.

Lucky did not seem to be appreciating the assistance very much though, as she just sat quivering on the ground. _'Little help here!' _He yelled in her mind, and she snapped out of whatever daze she had been in, jumping up and raising her arms, moving them as if parting a curtain and the rubble around and above them moved out her her way. She repeated the motion several times as she walked, opening a path before them before she let it fall closed behind her until, and after what felt like ages, they came outside.

The courtyard was deserted, and the surrounding blocks had clearly been evacuated as fast as could be done on such short notice. The gale force winds that had threatened to topple the (poorly constructed) skyscraper in the first place tore at them, but they paid it no mind.

Turning as one, the dual sensation of his own 'body' overlaid with Lucky's was a little dizzying, she focused on guiding the collapsing skyscraper down gently with the Charm of Telekinesis while he focused on maintaining the enormous barrier around it to keep any bits falling off, or any topple it made to the side, contained within.

As the building finally settled in a gigantic pile of steel, glass, stone and plaster, Lucky let the thing go, and he let both barriers drop, heaving an internal sigh of relief. But as the stress of the situation finally wore off, he became aware of an altogether different sensation.

That being the sensation of being merged with Lucky's mana, running all over her body and _through_ it and… wow. Small wonder that it had left her a little out of it.

It felt like she was pressed up against all of him, but also entwined in ways that shouldn't even be _possible_. Every breath she took, every shudder she made, it coursed through his essence. The closest he'd ever felt to someone like this was over a year ago, with Julie, during-

He shot out of Lucky Girl, immediately shifting back into his human form, stumbling a little as he landed on his feet, shaking his head to clear the black spots from his vision. In front of him, Lucky swayed on her feet as well, but judging by her red-face and dazed smile, it was for an entirely different reason.

When her eyes focused on him, she smiled lazily, looking every bit the playful cat that she was. "I told you before, if you wanted to cop a feel, you could've just _asked_."

He felt heat creep up his face, panting slightly. Before he could compose himself, a gust of wind blew both weakened heroes over. _Right. Hurricane. Somehow, I completely forgot about that._

Shifting his head from where he was laying flat on his back, he saw Lucky Girl crawl over to look down at him, weakly tapping his visor. She grinned, sleepily.

"Let's go home." She suggested, stifling a yawn. The warm feeling in his chest felt like it was going to explode at those words, but instead, he sat up pulled out his Null-Void projector and created a small opening he could pull them through.

* * *

Gwen sat grinning on Ultra's beaten couch, scrolling through the newsfeed of their latest act of heroism. By the best estimate, them preventing the domino effect that would've started from that skyscraper toppling had saved _thousands_ of lives. She squealed a little. _Good to be a hero. _She could almost see why Ultra did it full-time, not that he ever seemed to care much for the adulation.

"_I'm not a trained monkey that needs treats to do a trick."_

Looking down at the sleeping hero in her lap, she grinned wider. They'd come a long way since he said that, over a year ago.

_And then some. _She fell back against the couch, blowing out a breath. She knew that his ghost form could do that; heck, he'd once taken possession of her to get her away from a fight. But he'd never mixed with her _mana_ before. It felt _amazing_. Like a full body rub mixed with the _best _sort of-

...perhaps it was a good thing that they were both tired. Much as the guys at the bar told her to go for it, and had been pressuring Ultra to jump it whenever he showed up on a slow night these days, she was actually kinda partial to Carly's advice. Take it slow. Take it _slow_.

Trailing her eyes down his body, she had to smile at how... relaxed he felt now. She had expected him to be a tense sleeper, composed even then, but he was such a teenager right now, it made her want to laugh. Laying on his side, facing her belly, he was the picture of a lazy Ben on a sunday afternoon. Ben had seldom used her lap as a pillow, and she had allowed it even less, but when she did, it felt kind of like this. It was, she grudgingly admitted in Ben's case and gleefully in Ultra's case, adorable. She bit her lip. He hadn't been adorable earlier though. She remembered the feeling of every bit of his spirit running over her and through her. She trailed a hand down his sleeping form, over his back, and was kinda miffed that even his 'off-duty' helmet covered his hair, she wanted to run her hands through it-

Take. It. _Slow_. Damn it.

Turning back to her phone, she opened the streaming app. She didn't know how Ultra got wifi down here, but she wasn't going to complain. She'd just kill some time for now, have some lame discussion about morality and responsibility when he woke up and that would kill her mood.

...it probably wouldn't. Those discussions _used_ to remind her that he was a bore. Nowadays, he teased her inner Gwen out too easily, and the discussions became heated debates that went deep into the night.

Distract her from his hips? Sure. But only remind her that he was actually pretty cool in other ways too, and that sassy little smirk whenever he scored a good point did nothing to distract her from his lips-

She sighed, but smiled to herself. Hope was right. She was _doomed_.

Glancing at the screen she had to smile at all the viewers trickling on, hundreds so far, and all the comments thanking her for her work came with them. Given that the magic had been the only obvious thing in play tonight, what with the giant glowing barrier, she was getting all the credit, both from the public and the media. She'd feel bad for Ultra, but he wouldn't give a toss and, frankly, he'd stolen her spotlight plenty of times. She deserved some recognition.

Giving the camera a weary grin, she started talking. "Thanks folks. Hell of a night for a storm to hit huh?" She cracked her neck, wincing. "I swear, you do this hero gig to have fun, and then you actually end up saving folks. I didn't sign up for this shit."

She laughed at all the comments yelling that Ultra was a bad influence on her. "Oh I agree! Little bastard has me playing nice, can you believe it? Next thing you know I'll be wearing a ridiculous cape too."

_That _spurred a wild debate in the comments about Ultra's fashion, with people liking and disliking the silver white cape in equal measures. She snickered. "I actually prefer him without the cape- no, not because I dislike it per se. It's a pretty cape." When the comments of the now more than two thousand viewers became a complete mess of confusion at her words, she grinned and raised the phone over her head, angling it so that they could see that all of Ultra, minus the heavy duty helmet and cape, was sprawled over the couch with his head in her lap.

"I just like it when I can check him out, is all." She smirked. Pandemonium in the comments. _Worth it. _She had no idea what public knowledge was on her and Ultra; Ben was usually more informed about that because he was an avid reader of 'Hero's daily', but she was pretty sure it was always at least a few days behind on the facts.

Snickering at the comments, she decided to answer some common ones. "Yes, he's really cute. You _ask_ him if we're dating." She was kinda sure that they were, but they hadn't really confirmed anything. Maybe she could put some speed behind that tonight though... "And yes he does sleep. Occasionally. No, not during the day, he told me. I have no idea what he _does_ do during the day though." Huh. Funny that. She really did have no idea. For all she knew, he was in her school, just a grade or two down, pretending to be normal. The mental image of Ultra sitting down for a math test in his super suit made her laugh out loud, not caring that her viewers were completely in the dark about why.

"He's tired because he helped me keep the building steady. Real lifesaver, this little guy." Because sod it, she'd already gotten the credit. She could be nice. She grinned at the camera, feeling mischievous. "Want me to wake him up?"

Well, that was a resounding yes from the- what, _four thousand people_ now? Wicked. News traveled fast it seemed. She panned the camera down to focus on the head in her lap. Reaching down, she tickled his nose with her index finger and, seeing it twitch, she was delighted to seem him curl on on himself... which meant he burrowed into her belly, and the butterflies that sprung to life in her as a result made her toes curl.

Cuddler. Through and through. _Awesome_. "Wakey wakey, sleeping beauty." He curled in further on himself and a shudder ran through him as he stifled a groan. She was reminded of a cat that didn't want to get up and almost felt bad. She prodded at him gently a few more times, getting similar results. Still, she wanted him _up_. She smirked.

"Say hi to the viewers!" She chirped, happily, jostling the phone a little for emphasis, bracing herself. She expected an outburst. A lecture about a security breach. Something. Instead, he rolled onto his back, still in her lap, and _glared _at the phone with an intensity that made her worry that the thing was going to catch fire.

Instead of blowing up, though, he smirked at the camera. "Fun fact: she makes the cutest noises when you pull her hair."

She immediately flipped the camera back to her face. "Lies! Don't listen to a word he… says..." Gwen trailed of in confusion. Over half the comments flooding in were something along the lines of 'ship confirmed!' or something about getting 'Ultra Lucky'.

"What the heck is an 'Ultra Lucky'?" She wondered, flabbergasted.

A snort from her lap brought her attention back to the hero there. "That's our couple name. If you like a couple, you 'ship' it." She hummed in understanding, bemused. That was odd- hold up.

"How do _you _know that?"

He shifted uncomfortably, face flushing slightly. She immediately panned the camera down to catch it for the viewers, and, in an uncharacteristic display of self-awareness, his hands snapped up to hide the bottom half of his face. Gwen snickered. Too late. "You saw it here first folks! Ultra can blush!"

"Just because you live under a rock doesn't mean I have to be oblivious, delinquent!"

She glanced back at the comments, smiling coyly. "Sorry, what was that, Mr. 'I-live-inside-a-literal-rock-in-the-Null-Void'?" Her smile turned into a smirk. They were loving the pet names, and the fact that Ultra was a giant dork. She poked her tongue out and the camera. "Suck it up; I'm not sharing." That got the expected barrage of reactions. However, another strain of comments caught her attention. Something about a ship being sunk. Okay if she followed Ultra's logic here...

"'Lucky Charm'?! Seriously?! She's my _friend_, you perverts!" Ultra snapped his fingers.

"Right! We did just sink my favorite ship. That's an entire Plumber betting pool down the drain..."

"Of course it's sunk, you- why are you shipping me with her?! You should know better!"

"A boy can dream." He remarked, dryly, sitting up and cracking his neck, before sliding up to sit beside her so both of them filled the screen. He actually _grinned _at the viewers. She could practically feel him waggling his eyebrows. "You heard it here first folks: Lucky Girl has limits after all!"

Gwen just stared at him. It was rare to seem him this… playful. Especially twice in a row. If it hadn't been at her expense, it would've been awesome. But then he turned to her and she could feel his gaze. "Now then," he started, reaching an arm around her and pulling her into his lap. She dropped the phone beside the couch in shock. _She _was usually the one being this forward. Any thought she might have had on the matter was soundly derailed when she felt a hand on her butt though.

"you might want to stop the stream, because I made a promise to myself, and I'm going to keep it." He was _purring_. Oh crap she was not prepared for this-

"Wha- what was the promise?" She started, reaching for the phone. Even if they couldn't see, they could damn well hear them. _Nearly got it-_

"That when I woke up, I was going to kiss you." He leaned in to place his lips delicately against her throat. "_Relentlessly_." He breathed into her skin and her heart just _stopped_.

...screw it. She could get him to fix it later. With a stray lightning bolt, she killed the phone.

* * *

Kevin heard the door to the garage open, but did not pay it any mind. He nearly had the bolt… there! Hearing Ben open the mini-fridge, probably pulling out a soda (the wimp), he continued to ignore the boy, even as he saw him take a seat in the fold out chair next to the tool kit. Kevin remained where he was on his creeper, fiddling with his car. At least Ben appreciated the glorious piece of machinery, unlike some.

When he heard the boy take a sip, he broke the silence. "Cool stream last night." He turned his head just in time to catch Ben choking on his drink, and smirked. The boy, still spluttering, flipped him the finger. "No, really, I mean it. You two are adorable. Pity you sank my favorite ship though. Hope and I had a bet." He grumbled the last part. Damn woman was never going to let him live it down. Next date was going to be on him, darn it.

Ben remained silent, and Kevin rolled out from under the car, sitting up and reaching for his own drink. When he took a hearty gulp of his beer, Ben spoke.

"She asked me out." _...well,_ he considered, spluttering, _turnaround is fair game._

Ben looked a little sheepish at his glare. "More or less, at least. After she left, there was an announcement sheet on my couch for a masquerade three days from now. I don't think she left it there by accident."

Kevin gave him a considering look. He agreed with Ben's assessment, and a masquerade was actually pretty clever, as with some modifications, both of them could easily slip in and just be themselves. But…

"You have that weird look on your face where you are both thrilled and terrified. Last time I saw that was when Julie had kissed you. Spill."

Ben glared at him, but sighed as well, running a hand through his shaggy brown hair. "I'm not sure if I should go. I didn't think things would get this… real."

Kevin quirked a brow. "Isn't that what you wanted?"

Ben scowled. "It's what _Ben_ wanted. And she keeps teasing him out of me when I'm on the job. That's not good."

Kevin winced inwardly. He never told Ben, but whenever the younger man spoke of Ultra and Ben as two separate entities, he became uncomfortable. Sometimes, he wasn't sure 'who' he was talking to. Sometimes, he feared that not even Ben knew. He shrugged, covering up his disquiet.

"You can afford a little Ben on the job. Heck, if Gwen can learn to unwind a little, so can you."

Ben looked down at the ground, brows furrowed, shaking his head. "I can't let that happen. Ben's not strong enough. Ultra is, and I can't just take a day off-"

Kevin bit the inside of his cheek. Standing up and walking over to Ben, he whacked him upside the head. Not hard enough to hurt, but hard enough to get his attention. When Ben glared back, Kevin grabbed him by his green vest and yanked him up into a crushing hug. It had been a week since the anniversary, but Ben tended to linger in the mood for a while.

"It's _not _your fault that she's dead, idiot. Stop blaming yourself for it, no amount of strength would have mattered." He pulled back, and Ben looked torn between hugging him back and punching him in the gut. But he wasn't meeting Kevin's eyes. The boy never agreed with him on this, and had on occasion actually beat the living crap out of Kevin for suggesting it, but he needed to hear it anyway, as often as Kevin could say it. "It's not your fault and _you"_ he grabbed Ben's chin, gently tilting his head so he could meet those green eyes.

Jokes aside, the Tennyson eyes really were a sight to behold, and Kevin hated it when they looked back at him with hurt in them, regardless of their owner. "you, deserve some happiness too. Now, stop making me do all this sappy crap and man up already. You've got a hot redhead asking you out, and I can tell you from experience that that is _not_ something you want to miss out on." He waggled his eyebrows and Ben groaned.

"Please don't compare her to Gwen, it's already awkward enough whenever I think too long about her hair."

He snickered. "I think your subconscious is making a point. Think Lucky would be freaky enough to let you date two redheads?" Ben shuddered.

"Dude, I told you, Tennycest is weird."

Kevin shrugged. "Bite me."

A moment of silence fell over them before Ben's expression turned slightly vulnerable. "Can I… really? Maybe I shouldn't-" Kevin placed a hand over his mouth, smiling. As annoying as his hero-complex could get, he couldn't fault the boy's genuine desire to help people.

"Tell you what; your dad's going to that resort with Gwen's folks and Max tomorrow, right? That means I won't be needed here to keep the house running while you work. I can go out on the streets in your stead. I'm not nearly as strong as you, but I can handle most threats."

Ben was silent for another moment before opening his mouth. Kevin cut him off with a little shake. "And yes, if there's something too big for me to handle, I'll call you. Go have a night off, Ben."

Ben shut his mouth, grinning sheepishly at how predictable he was. After a moment of silence, he finally relented. "Okay, I'll go."

Kevin snorted. "Please, contain your excitement." Ben swatted his arm and the older boy grinned.

"Thanks Kev." Ben told him, smiling a little hesitant smile.

Kevin winked. "No problem, squirt." It was moments like this, when Ben was just that shy, awkward teenager he was supposed to be, that Kevin felt confident that he hadn't lost his little brother to Ultra just yet.

* * *

A/N: Kevin is starting to grow on me. Darn it. Just wanted a little chapter of the two digging their hole ever deeper, but mostly I just wanted to show how bad they have it for each other. If you have any ideas for their date, let me know. :)

When hurricane Ella came in the direction of New York in 1978, it was feared that one skyscraper, the Citigroup Center, would come crashing down as a result of design flaws, potentially destroying eighteen blocks and potentially killing, directly and indirectly, around 200.000 people. This never occured, but the idea stuck in my head.


	7. Chapter 7

Disclaimer: I do not own Ben 10.

A/N: Sorry for the long wait guys. Not dead, as you can see. Kinda had no idea how to go about this chapter, and life getting me down while I'm trying to juggle three stories doesn't exactly help. Hope it's up to standard at least. Little longer too.

* * *

"Hey, Gwen?"

The girl looked up from where she was packing her books, glancing up to see her cousin shuffling his feet beside her desk. That was odd; Ben had way to much bluster to be shy about much of anything. And when he was, it was because he was about to confess to doing something horrendously stupid. She quirked a brow.

"What is it, lame-brain?" She asked, suspiciously.

"Hey now, my brain isn't that lame." He protested, a feeble grin on his face. It was a very punchable look, even if his words were true, at least lately. She'd thought that, when he said that the day she'd loosened up, he'd be serious, he'd meant only _that_ day.

She should've known better. Ben did a barely passable job on most things, but he never, ever, did his promises by halves, those to her included. He'd kept up the solid grades ever since. But as diverting as that train of thought was, it reeked of stalling. And she knew for a fact that Ben did that deliberately.

"I'll be the judge of that. Out with it, squirt." She commanded, slinging her bag over her shoulder and crossing her arms, giving him an arch look.

She could tell he wanted to take her up on the height argument, but instead he took a breath. A few long seconds ticked by as he steeled his nerves, and Gwen inwardly dreaded what was going to come out of his mouth because no way was this gonna be good-

"Can you help me with my dancing?" He blurted, redness creeping up his face. Gwen's own cleared with surprise, which only seemed to goad Ben on. "Cuz, you know, there's this girl I'm seeing, and I'm _pretty_ sure she likes dancing, but I haven't done it in _ages _and I'm just, you know, not sure if I'm still any good- you're right, stupid idea, I'll go now-"

She grabbed his wrist when he made to leave, shaking her head with a grin. Flustered Ben would never not be adorable. "C'mon." She dragged him over to where Mr. Jones was packing up his own messenger bag, giving the two approaching teens an arch look. Gwen smiled sweetly and was delighted to see the stern expression falter. _Oh yeah, still got it._

"Hey Mr. Jones. Ben and I have been thinking that we still need to make up for our prank with the media room." She shuffled her feet, feigning regret. She really wasn't regretting anything. It had let her vent some pent up rebelliousness and had made Ben laugh his butt off. She would so do it again. "So how about we close up the classroom for you?" She suggested sweetly, eyeing the science equipment that was scattered about.

The teacher gave them both a slightly suspicious look before pushing his glasses up his nose and nodding, handing her the key to the room. "Be sure to hand that either to me or to the concierge. And if you burn the place down, I'm coming for you." That last part was addressed at Ben, who just winked at the man.

"Hey I wouldn't do something like that… again." Gwen pinched his thigh, hoping he wouldn't milk it. Ben hadn't actually _intentionally_ started a fire during science class last year, that much was clear to everyone, and no one had gotten hurt, but what he had exactly done wrong wasn't clear either.

Ben said he was just too hot and things randomly caught fire. She suspected he was full of shit.

The teacher snorted. "Keep an eye on him." He instructed Gwen before marching out the door without another word. The girl turned to her cousin and quirked a brow, dangling the key in front of him, placing one hand on her hip.

"Go ahead. Say it."

"I guess being a teacher's pet does pay off sometimes." He teased, crossing his arm, smirking in her face.

"You wouldn't know much about that, troublemaker." She teased back, secretly enjoying that she got to throw her nickname at someone else. Ben just grinned sunnily, undisturbed at the label. It took them all of five minutes to clear up the equipment, and another two to move the tables aside so they had an open space to work with.

She pulled off her comfy hoodie, knowing that the bulky article of clothing would only impede the dancing, and turned to face the doofus, quirking a brow. "You're lucky I need some practice myself." She admitted, rolling her shoulders. "Anyway, do I know this girl?"

"Err," he blushed, eyes averted to the side. "I-I don't think you do." Gwen suppressed a grin. It had been a while since she'd gotten to tease Ben over a crush. Well, when he wasn't drooling over Lucky Girl or Charmcaster. She'd happily tease him over the latter, but the first would just be… weird. So weird.

"Oh? What's her name?" Gwen asked innocently, stepping closer, hands extended. Ben took them without hesitation, and she guided his hand to her side while she held the other aloft. She was no stranger to dancing, it was the bare minimum of romance she'd managed to get out of Kevin, but it definitely wouldn't hurt to get the motions down with someone whose toes she could step on without problem; literally and figuratively.

She had to adjust to dancing with someone her own height, but it wasn't hard. Much as they'd both been embarrassed that first time, years ago, they had on various occasions danced again. Parties, family gatherings, they'd tended to gravitate towards each other if they were both there. As gross as Ben was, he was still better than dancing with some lecherous pervert at a school party. While Ben could be a pig, he at least wasn't oggling her. Speaking of which...

She gave him a glare as they started to move. "It better not be Hope..." She warned, menacingly.

The boy snorted, keeping pace with her movements, even taking over the lead from her after a few seconds. He was still solid, if a bit rusty. "I think Hope little-brother-zoned me a literal second after she saw me. My girl is way cooler. Prettier too." He seemed to kind of zone out then, a warm grin on his face. Gwen thought it was sweet. _He's got it bad._

Gwen neglected to point out that Hope had actually always had a soft spot for Ben that had nothing to do with any sort of familial affection, but she deemed it better not to point that out, choosing to instead focus on that smitten grin; a smitten grin that gave her no answer to her earlier question, even if his words had given her something to latch onto. Guessing game it was. She 'accidentally' stepped in his toes for it.

"Really? Prettier than Hope?" She mused, curiosity piqued and studiously ignoring his yelp. Hope was by far one of the most beautiful women she'd ever met, all slender grace and long, shining hair… but Ben did have different tastes. He liked girls shorter, that much she knew, more into 'sexy' than into 'beautiful'... "Julie?"

Ben barked a laugh. "She was _very_ clear on how overwe were." Ben reminded her, sheepishly. He'd taken his dumping better than she had at least. Then again, Julie had been less of an ass, and Ben had confided in her that whereas Gwen had been taken completely off guard, Ben had seen it coming. Ben moved her into a spin, taking full control of the dance with a grace that showed her he was shaking off the rust quickly and was confident enough to shake it up. She easily caught up, gracefully pivoting before moving back into the dance, poking her tongue out at him for his failed attempt to get one up on her. He poked his tongue back before grinning. "And even then: prettier still." He finished, bringing her back to the topic at hand. She whistled.

Wow, they were getting in some pretty amazing territory at this rate. As he spun her around again, slower this time, she her expression soured. "_Please _tell me it's not Kai." Because while she could readily admit that the girl was stunning, she wasn't very good to Ben. Even her lame doofus of a cousin deserved better.

Exiting the spin, she found herself pressed close with said lame cousin. His eyes danced as much as they did. "Nope, learned my lesson there. And she hasn't tried anything after you scared her off." His mirthful grin turned into a genuine, if somewhat rueful, smile, the dance slowing down a little, going full slow-dance mode. She was fine with that. "Sorry that I gave you a hard time for that. You were right to get her away from me, and I wasn't nice to you about it..."

Gwen shrugged, heart secretly doing a little flip at the words. She'd never thought Kai was right for Ben, her interest had always been… well. Ben had been head over heels though, and he hadn't appreciated her chasing the girl off when he was still very convinced that it was mutual.

Gwen averted her eyes, trying to suppress a smile and failing. "Guess we both have a thing for people who don't fit with us, huh." She muttered. Sure, she could still appreciate Kevin as a friend (well, she would. In time), but in hindsight it was pretty clear that they hadn't fit very well. She hoped that the boy she had her eye on now would be different.

Not that that would be a tall order, even if the guy in question wasn't. Ultra was different from just about anyone she knew in every possible way. But she had no idea how she was going to navigate anything serious with him when she didn't even know his name, or anything about him other than the obvious.

And the thing was, she didn't really want to know either. They'd made an unspoken agreement years ago that she was Lucky Girl, and he was Ultra, and that was that. It was why the luck charm of Bezel never had to work hard to hide her identity from Ultra; he didn't even try to guess.

They continued to move, slowly, neither of them stepping back to a more acceptable distance or picking up the pace again. After using Ben as training dummy for her massage skills, they were fortunately comfortable enough being within a hair's breath of each other; literally, she mused when she felt his breathing tickle her face and the heat radiating off him brush her.

Lately, she'd been even more relaxed with that, strangely. Having Ben in her personal space had gone from 'acceptable' to 'preferable' for some reason. He felt comfortable to have there, like he _should_ be there, and she had no idea why that was. Even stranger, the same seemed true for him. Not that this no comfort stopped them from making silly faces at each other right now. Gwen had to snort when Ben went severely cross eyed and scrunched up his nose.

Then again, she considered merrily, their default setting towards being near each other had always been 'grudgingly accepting', so perhaps she was just overthinking it. She guessed it was normal to not mind having your cousin close by.

She wasn't entirely sure if being comfortable dancing with him like this, nearly chest to chest, was, but she wasn't going to think about it. Not when it was comfortable. Turning serious again, or as serious as they ever got, Ben shook his head.

"No, it's not Kai." He told her, voice quiet, almost a whisper. "And she's, again, prettier. More amazing all around, for that matter."

Gwen looked back at him, seeing eyes so alike her own stare back. It was always weird, how despite having that exact same shade, Ben's eyes were always so different from hers. People always told her her eyes were cold, calculating. She didn't mind that; she preferred being respected to being liked most of the time. The people who really cared about her didn't do so for her eyes.

Ben's were never cold, though. They were warm, pleasant, always dancing with some emotion or other, from highest joy to deepest grief. She'd seen all. She felt the luck charm heat under her shirt, and let it take her by the hand. She spoke softly, like he had.

"Is she prettier than me?" It should have been a tease. A way to ease the tension that had washed over them. But it didn't sound like a tease to her own ears even, it sounded like a genuine question. It was basically an invitation for him to snort and take her down a peg. In the back of her mind she was already rolling her eyes. _Thanks, charm. Real smooth-_

Ben didn't take her down a peg, and he didn't skip a beat either. "About the same."

They froze mid step and, even though the proximity hadn't bothered her literal seconds ago, she was acutely aware of it now, feeling the tension all the more for it. Ben paled in front of her before immediately regaining his coloring when he flushed, eyes darting around in embarrassment. "Uhm, yeah, I'm gonna go throw myself off the building if you don't mind."

Gwen, for her part, couldn't help the little grin from sneaking up her face, nor the snicker that escaped her, which turned into mirthful laughter that had her collaspe against him, shaking as she fought to get it back under control. She could feel his confusion but didn't care. Because seriously, prettier than Hope was one thing, but prettier than Julie or Kai? Even if it was Ben, that was one heck of a compliment. "It's fine." She got out, straightening again, making sure to look him in the eye, still letting the luck charm guide her.

They stood in silence for a long second and she could feel _something _there, felt the luck charm push her into something- she wrested control back and suppressed it's effects. Instantly they broke apart and shuffled to a more… comfortable distance. She coughed in her hand. _Yikes, that was close. I think the charm got two people mixed up there..._

"I think you're good to go." She told him, forcing a grin onto her face, trying furiously to fight down her blush. "But I'll want details on that girl later, Tennyson." She teased, hoping to lighten the mood, picking up her vest and throwing it back on. Ben grabbed both their bags, handing her her own, seeming to recover some of his cheek as he took the offered opening.

"Sure, I'll give you _all _the details." He returned, giving her the sleaziest grin he could manage. She'd cringe, but honestly, she'd been Lucky Girl for far too long to even remotely slow down in the face of it. About half the crooks she beat up looked at her like that before she opened her can of whoop-ass. Sure, she could have been insulted for the sake of pretense but...

Well. He was still being more serious. She could stand to unwind. So she winked at him, and managed to pull some perverted delight from the way nearly tripped. "I'll hold you to it."

That seemed to shut him up, lips working soundlessly. She tittered. Yup. She totally won that round. Making their way into the hallway, she locked the door behind them when a thought occurred to her. She gave Ben a glare. "Did _Kevin_ ever give you details?" Because if he did she was _so _going to kill him. And Ben. Just for good measure. She'd miss her cousin, but it was the only right thing to do.

She'd have to send something nice to the girl he was seeing though, as a sort of apology. Maybe a fruit basket. Everybody loved those.

Ben's silence did nothing to put her at ease. At her glare, he shuffled his feet, rubbing the back of his head, trying to look anywhere except her face. "Ben!" She yelled, feeling her own face heat.

"I never asked!" He defended himself, holding up his hands. "He just, you know. Talked. And I told him to stop! But he didn't."

"What. Do. You. Know?" She grit out, glaring in his face. She was so going to kill her ex. Why did she even wait this long? The angsty dipshit had it coming-

She felt the luck charm heat under her shirt and a shout resounded through the hallway. "Tennyson!"

They turned in unison to see Mr. Jones stomp towards them, glasses slightly askew and red-faced; from anger rather than embarrassment. Beside her, Ben grinned before grabbing her hand.

"Run!" He told her, dragging her along. She was too flabbergasted to even be bothered that she could outrun him any day of the week.

"What did you do?!" She yelled as they tore through the building, tossing the key to the classroom over her shoulder for Mr. Jones to catch.

Ben just grinned at her over his shoulder before he started whistling the tune of _Billy Jean. _Gwen groaned to herself, but couldn't stop a grin. More serious about his grades or not, Ben would always be Ben.

* * *

He'd shown up in a suit. With a bow tie. And _flowers_.

Lavender roses, the suit a simple black, with white gloves to cover his hands and a simplified helmet that only covered the top half of his head, and eye holes instead of a visor. And she could _see_ his jawline.

She so, so wanted to nip at it. Or tug on the silver hair coming down from under the helmet. She was pretty sure it was fake, at least the coloring, but it still looked super fluffy. Sucking in a deep breath, she reigned herself in. _Keep it together girl. No drooling. Or swooning. Yet. _Strutting over, she smirked the second he spotted her.

"So do the carpets match the drapes?" She asked, waggling her eyebrows, uncaring that he couldn't see the gesture through her mask or that it was a super crass joke even by Ben's standards. She needed to get the sappiness out of the air this instance or she was going to be horribly romantic.

That mood needed to crawl back into whatever trashy hollywood rom-com it crawled out of. At least until they made it to the second date.

"Classy as ever, delinquent." He replied, dryly, but he swallowed visibly when he took her in, and Gwen mentally thanked Hope for helping her pick a dress that wasn't revealing enough to be easy, but definitely revealed enough to turn heads. The way Ultra's gears ground to a halt was pretty mesmerizing in its own right. It was such a rare sight, after all, and one that gave her some comfort. At least she wasn't the only one swooning (a bit. Just a bit. Shut up).

She smirked, stepping up and leaning in close to his face. "What's that, Mr. Robot?" She gave into the urge to nip at his jaw, delighted to feel the suppressed shiver run through him, even if he outwardly gave no sign of her affecting him. "Did the cat get your tongue?"

Oh, wow, she could actually _see_ his jaw work with tension right now. Wicked.

But before he could come even remotely close to snapping, Ultra straightened, folding his hands behind his back, taking the flowers out of sight for a second, cool mask slipping in place as his jaw relaxed and his lips thinned. She had to give the boy credit, he had some serious discipline in there. "I'm so glad we could start this date off on a casual note." He remarked, voice dry as the desert.

She wasn't fooled. She could see his lip twitch with contained mirth. She wasn't sure if she had gotten better at reading him, or if he'd just stopped trying to hide it so hard. Maybe both. She draped her arms around his neck, reminiscent of the first night they'd kissed. "Oh hush. I get enough boring during the day. Tonight's about _fun_."

She expected him to make a jab on her lack of responsibility, or any of the other familiar gestures. Instead, he smirked in a way that was so _not _Ultra but _so _right that she felt her brain flush down to her stomach-

"Than let's have some." He held up the flowers for her- lavender roses indeed- and she took a step back to take them from him, trying not to feel flustered. He smiled at how obviously it threw her. "If you'll permit me some… sentiment."

She bit her lip, trying not flush at how shy he sounded. Because if she lingered on Ultra being a sweetheart-

They'd never make it inside. Ever.

"I suppose I should be happy you didn't give me another severed limb." She joked, grinning. He huffed a laugh. She cradled the roses to her chest and-

Screw it. She was being romantic right now.

She leaned in and kissed him on the lips, not with the intent to go deeper, and though she could absolutely throw him to the ground right here, right now, it wasn't what she wanted to show him. The hand he raised to cradle her cheek was as tender as her kiss. Slowly pulling back from it, she looked into the holes of his mask, thinking she saw some faint emerald shimmer in the darkness. Probably contact lenses, but she kept the contact anyway, even if the luck charm strapped to her thigh was working overtime for some reason.

"Thanks, captain bore."

He quirked a smile back, and yes damn it shy Ultra was _best_ Ultra, she was calling it now. "Anytime, troublemaker."

He held up his arm for her. She transported the roses elsewhere, winking when she caught his inquisitive look, and took the offered arm. "If you sweep me off my feet, I might tell you where they went."

He hummed, turning to the entrance of the estate and guiding her towards it. "If you insist." He conceded. She could hear him smile and tried to ward of a grin herself.

Gotta pace that romance a little, after all.

* * *

The building was dark, not that Gwen needed much light. Magic gave her all the light she needed, her vision matching that of a cat more closely than a human in moments like this. Add to that the luck charm that buzzed at her hip, and she was good to navigate any crowd.

Ultra, on the other hand...

"Really? No night vision? You run the night shift!" She called over the music. It wasn't quite a mindless beat or anything; this was meant to be danced to at a slower pace after all. It was a masquerade, not a disco. Still, it was definitely faster than she was used to waltzing to.

She could see Ultra wince, so slight that if she had not known where to look, she'd never have caught it, especially in the dark. "My normal helmet does. I had not anticipated such a… dark setting." He looked around, taking in the large hall, multicolored lights drifting lazily at intervals, revealing the towering heights and grandiose curvature of some nineteenth century building that had been repurposed for better use.

Well, better by Lucky's standard anyway. Everything Gwen about her bemoaned the loss of all dignity of such an architectural beauty, even if she could appreciate a good setting for a party. Honestly, she'd been worried that Ultra would mind it too, what with him being rather rigid in his principles, and that he wouldn't like the crowded, dark, faster beat of the masquerade in general. He always struck her as more of classical music sort of person. He'd probably get along great with her mother.

But he seemed to relish it instead, sucking up the beat, tapping one foot along with it, all but actively resisting the urge to dance. She wanted to tease him about it, she really did, but the way he swayed his head a little to move with the music was very distracting, as was the way he turned to her. She _felt _his gaze, and Gwen wasn't sure if she just wanted to hold that moment forever or break it so she could haul him in for another kiss.

They'd alread broken off the arm holding shortly after entering the building, but now he extended a hand to her again, the light glinting off the white of his teeth as he smirked. "Can I have this dance, princess?" Aaaaand yup. Just when her brain had been crawling up again, it was yanked right back down into her stomach.

_New nickname alert! _Clamping down on the sudden urge to squeal, she shrugged, feigning indifference. "If _you_ insist." She took his hand, and he pulled her onto the dance floor. It was dark, crowded and altogether noisy. There wasn't really enough room for proper ballroom dancing, nor was there enough light to properly appreciate your dance partner. Most other couples on the dance floor had opted for an improvised version of waltz, or her outright dropped it for more regular dancing, matching the beat.

Ultra seemed like the eye of the storm though, as he so often was. Be it a bank robbery, zombie uprising or intergalactic threat, Ultra was always the immovable object. Everything Gwen about her respected that resolve, whereas everything Lucky Girl loved to prod and poke at it to see what it does.

All of her loved the way he melted to her touch, though. Leaning over to quickly nuzzle his face, she relished it again as he leaned into the touch, seeming to crave it despite appearances. It almost made her wonder what he was like, under that mask. If he'd had a super shortage of hugs growing up or something.

But there were more interesting things to do, and Ultra seemed to be eager to do them. Delicately grabbing her small hand and placing one hand on her waist, she could see his smirk twitch in challenge. She smirked back. Good thing she'd gotten the practice with Ben in earlier today- and that they were about the same size. All she had to do was recall those motions, and wait for him to move. He did not hesitate.

She'd been on the fence on whether or not Ultra would be any good at waltzing, and if he was, what kind of dancer he would be. On the one hand, it was the sort of thing that Ultra would call frivolous and not have much care for. If it didn't involve the job, after all, he usually held no interest.

On the other hand, Ultra struck her as the sort of person who could do literally anything; it was one of the things she liked about him. Added to that that, lately, he'd displayed a surprising array of interests that he described as 'hobbies' (and she dubbed 'programming bugs'), it was really a toss up on whether he could waltz.

He could, Gwen was delighted to find as he spun her around with ease on the dance floor. But he did so in true Ultra fashion: there was nothing frivolous about his movements. The teen moved like a soldier dismantling a gun (she had seen enough Plumbers and police officers at work to be confident in that analogy); or moving through a drill. His movements were precise, memorized rather than felt.

And not at all afraid to take charge of the dance. When she'd danced with Ben this afternoon, there had been a give and take, a dynamic. She'd lead when he stepped back, only to surge right back up when she gave him half a chance. But this setting, darkened, crowded, loud, didn't give them the space for that.

But for all that the motions were sharp and mechanical, them being memorized rather than felt did not make them less emotional. Every twitch he made was fueled with intent, passion even. Intent what for, she didn't know, but with the way she felt his gaze burn, she really didn't care. She'd probably be up for it either way.

She spent at least an hour like that, only stopping once or twice for refreshments. But with their stamina both being superhuman, they kept at it. She did allow herself to press flush against him and lay her head in the crook of his neck. It was a testimony to how much Mr. Stoic was trying that he leaned in himself. She could feel his smile against her neck.

His small form seemed to somehow engulf her anyway, and she rapped her teeth against the tender skin of his neck. He hummed and it was-

She sighed, happily. It was good. It was a comfortable, slow moment. A 'normal' moment, at least as far as dates went.

But it wasn't _them. _She could keep doing this for hours, but she wanted something else. She wasn't quite sure what that was, or if she just wanted _everything_ and was only trying to figure out what to do first.

Well, that much was easy. She raised her head to whisper in his ear. "Let's blow this place."

* * *

Kevin shot forward, fists burrowing through the outer shell of the rock golem he was facing with ease, the steel of his skin screeching on the rock. Then he tore his arms sideways, ripping the creature in two with a roar of effort. Casting the two halves to the side, Kevin eyed them carefully until the glow of mana disappeared. When it did, he sighed, cracking his neck.

Casting his gaze around, he took in the two dozen or so of the creatures he'd torn through, and frowned under his visor. Seeing a few of these creatures was not unheard of, Charmcaster threw them around often enough. But so many? Without the sorceress present? That was odd.

The young man shifted back into his human form, the steel of his skin receding to form a suit much like Ultra's, though lacking the cape and with a different helmet. Whereas Ultra had two horns extending from where his visor connected to the helmet, Kevin's had five circling his head, more reminiscent of a crown than of horns.

Ben had designed that. Kevin was never sure if it was meant to inflate his ego with its regality, or be a jab at it. Knowing his little brother, it was probably both. Speaking of whom...

He raised a hand to the side of his head, activating the communication's unit therein, trying to reach the boy. Much as he wanted Ben to have the night off with Lucky Girl, the boy did need to know what was up. This was the largest group he'd run into, but not the first. They'd seemed to have lead him here, and that reeked of trouble. Not that there seemed to be anything special about the empty square, but even so. This much magical activity was not something they had anticipated, and while Kevin was perfectly capable of dispatching a few rock golems, his gut told him there was more afoot.

But his comms unit was jammed, having given up with a noticable crackle when he entered the square. _Tech jamming items. What's the point of that when both Ultra and me have bio-based powers?_ He sighed. "Guess I'm stuck finding the brat the old fashioned way." He muttered.

"Alas, you will do no such thing, boy."

Kevin spun around to see a dark shape walk his way and frowned under his visor. He bared his teeth. "Hex." He greeted. Taking a fighting stance, bringing his fists up to his chest defenisively, steadying his stance.

That was trouble. Kevin could handle most foes just as well as Ultra, but magical foes were always harder because he couldn't absorb their powers very well. And Hex, while not nearly as powerful as Luky Girl, was still on par with Charmcaster and nothing to be trifled with. "Figures that you'd take tonight of all nights to rear your ugly head."

"My coming was bargained for, but yours was not." The sorcerer mused, tapping his chin. "You are not the hero I seek." The man raised his hand, a dark aura settling around him, and Kevin could taste the smoke in the air before the fire ever started. "But perhaps you will suffice as a lure."

* * *

"Wait, you're telling me your powers used to be a _watch_?" Lucky Girl asked, balancing on the railing of the scaffolding of the building site they were on. Ben wasn't sure if she managed to gracefully walk along it because of the luck charm, or because she was just that dexterous. "I always thought you were just a freak of nature. A mutant or something. Grown in a government lab and not exposed to the outside world until you were like _way_ passed salvageable and that's why you're such a bore."

He was trying very hard not to stare at all the leg she exposed. He was failing abysmally. "I thought I was a robot." He responded, mildly.

She shrugged. "Guess you're a cyborg than. You get the best of both worlds and still manage to be a cliche."

"Starting to think this relationship isn't good for me. Getting a lot of negative feedback." He muttered, crossing his arms and leaning against a metal bar. He honestly didn't mind; it was just the game between them. She complained about his diligence to the job, he complained about her lack thereof. Old hat.

Lucky Girl jumped down from the railing to stand before him, hands folded delicately behind her back. "Want me to kiss it better?" She teased, but he could detect the faintest hint of regret on her demeanor. He'd seen that often enough over the years, whenever a prank went too far. They'd never let anyone get seriously hurt on account of them, let alone die, but it still made her twist herself into knots. Honestly, it was one of the reasons Ben held out hope that she could be a proper hero someday. She had a heart under all that snark and magic.

But part of that heart's charm was that it outright refused to be tamed- except by him, every now and then, and only because she allowed it. Though, 'tame' in the context of Lucky Girl was still akin to having a live tiger in your room that tolerated you instead of mauling you- for now at least.

But her regret was unfounded; Ben had enough self awareness to know that she didn't mean those things, not anymore at least, and the day he minded being called a conventional (not boring; conventional. Relevant difference damn it) super hero was the day he wouldn't be _him_ anymore. He'd always wanted to be one, after all. So he grinned. "Yes, I do, actually." He raised a hand to tap his cheek. "Right here."

She was about to do it, he could tell, but a screeching sound came from the small communications unit in his helmet, and a small light indicating that he had four missed distress calls ghosted over the inside of his mask. Lucky Girl eyed him with slight worry. "Is your helmet going to explode?" ...that was not worry, that was hope.

He waved her off. "No. Absorb's taking over my shift tonight-"

"You have someone to do your hobby for you? That's some elitist crap if ever I heard it."

"-so I could be here- oh for, it's not a hobby, it's a duty!" He pinched the bridge of his nose and she snickered and he was _not _fighting a grin; she was being a smartass and he still had those missed calls-

He sighed. "Absorb's in danger. I got his coordinates." He raised his head, apologetic even if she couldn't see his face. She wasn't undisturbed though, merely powering up her aura. He did smile this time. _Yeah, real hero under all that._

He himself shifted into his ghost form, opting not to use one of his transformations that might destroy the suit. It had once been his father's, and he didn't want to see it go without it being absolutely necessary. He tore off, Lucky Girl following close behind, matching her speed to his.

They arrived a minute later in some business district square, quiet at this time of night, to a scene of utter devastation. Scorch marks littered the ground, smoldering rocks strewn about, and the remains of dozens of magical golems everywhere.

Shifting back into his human form, Ben frowned. Behind him, Lucky Girl hummed. "Strange that the Plumbers haven't picked up on this yet..."

Ben knelt down to inspect a golem's remains. Torn to shreds with bare hands. This was Kevin's work alright. "They're likely securing a perimeter and waiting for either you or me to come solve this. They know when they're outclassed." He grimaced as he rose. "And we didn't exactly notify them of our absence." Added to that, he knew for a fact that grandpa Max was not on duty as the man was off with the rest of the family to some spa resort. And while Phil was competent, he did tend to rely too much on heroes.

"Is Charmcaster on the loose?" He questioned Lucky Girl when she stepped up beside him. She shook her head.

"Nope. Also, she wouldn't rampage like this. Not her style."

Ben nodded, conceding the point. Charmcaster tended to be no more of a threat than Lucky Girl herself was. Bank heists notwithstanding. That left only one possibility, and it made him fear for Kevin. The young man was never any good fighting magical things- though Ben couldn't quite contain a sense of pride a she surveyed the carnage. _He sure gave them hell._

Taking the chaos in again, his eyes settled on a prone figure in the middle of it all. _Found him! _He raced over, kneeling down to lift Kevin's head. Singed. Beaten. But _a__live_. And seemingly not in any mortal danger. He breathed a sigh of relief.

The teen quickly stirred at the touch. Opening his eyes, he groaned. "I swear to god, squirt, I am so demanding a raise for this."

"I don't pay you, Absorb." Ben deadpanned as he helped him sit up, unable to keep the relief out of his voice. "What happened?" He asked, gently. He could feel Lucky's eyes burning on the back of his head, but gave it no mind.

"I kicked ass, can't you tell?" The teen returned, with a rueful grin, cracking his neck and wincing.

Lucky knelt down beside Ben, running a healing spell over Kevin. She pursed her lips. "Haven't seen you on the beat in ages." She mused. "Gotten a little rusty, or is Hex just that strong tonight?" Ben nearly winced. A bit of both, probably. Kevin used to be more active as a super hero, but as the threats kept getting bigger and Ben's father needed more and more help to keep the house afloat, Kevin had made the executive decision to step down so Ben could focus on hero work next to full time.

The break likely hadn't been good for Kevin, who'd always struggled with foes like this. The one time he and Lucky had gone all out, about a year and a half ago, had resulted in a rather resounding defeat. Or it would have, if he hadn't stepped in and grabbed them both by the scruff of their neck.

Before he could pursue the line of questioning, a heavy magical pressure fell on them, like a blanket, and with an crackle his communication's unit gave out. A voice rang out. "At last, the guest of honor arrives."

Lucky sighed, rising to her feet and turning to face Hex as he stepped over the rubble, staff clacking where it struck the ground in the eerie silence. The girl was unimpressed at the menacing aura that rolled off the man. For his part, Ben stood as well, protectively over the still weakened Kevin, but made no move to attack. Much as he knew he could take down Hex (he'd done it a few weeks before) it was obvious that the man had something up his sleeve this time, and the boy felt his nanoids become sluggish in his veins, as well as his power hampering. Certainly not enough to outright stop either from working, but it might just slow him down. Best play it safe.

Magical things he knew nothing about were best left to the expert, after all. Said expert cocked her hip, placing a hand on it. "'Guest of honor?' You've been trying to get me here. As usual." Lucky concluded, looking around. "I'm not sure if I should feel flattered that you set all this up, or insulted that you assumed that _this," _she gestured to the several dozen fallen golems, "would be enough to even slow me down."

Her mana crackled, shifting from the playfully light blue to a deep purple until it finally settled on an even deeper crimson. Ben felt a shiver go up his spine, transfixed. From the ground, Kevin grunted. "Dude, your girlfriend's hot."

"Duly noted, Absorb." He returned, the dryness of his words belied by his slightly dazed tone. He'd smack Kevin when the boy wasn't a beaten mess. And when he could take his eyes of the more interesting hero. Something made a lot harder when she smirked at them over her shoulder before turning to Hex again.

"If you're looking for the charms, you're out of luck. I only have the one on me." She gestured to her leg, where the lone luck charm of Bezel pulsed.

Hex seemed undisturbed, instead raising his staff and powering a spell, mana gathering around the ornamental skull at the end of it. The golems on the ground glowed too, but did not stir. Instead, a cloud of magical energy ensued from all of them, forming a cage. Ben would be worried, if he didn't just see Lucky casually expand her own aura to devour any of the mana that came too close.

It was still pretty clear that Hex was outclassed, so why was he so relaxed…?

"Your vanity is as great ever, girl." The man intoned, menacingly, pointing his staff at her, the mana swirling into a tight ball at the tip, both it and the cage seeming akin to the 'blanket' thrown over them. From the corner of his eye, Ben saw the rubble stir and something crawl into view. He only had a split second to register the drone, really nothing more than a canon on legs, take aim at him. Before he could so much as mount a defense, Hex changed the orientation of his staff to point at him and released the mana. "You are not the one who dies tonight."

The blast of magic shot past Lucky Girl faster than any of them could register, just as the canon shot its lone bullet, hitting Ben at the same time.

* * *

A/N: Hope you enjoyed, would love to hear what you think. I'll try not to take such an ungodly long time for the next one.

**Also, sorta important:** I put a poll up on my profile where you can let your preferences know regarding who finds out about the other's secret identity first: Ben finds out first about Lucky, Gwen about Ultra or both find out at the same time. So far, Gwen finding out first is tied with them finding out at the same time. If you have a compelling argument for one option or the other, let me know. At this point, the story can still go either way. I'm not bound by the results, mind you, but I would like to know what my readership prefers.


	8. Chapter 8

Disclaimer: I don't own Ben 10.

A/N: No, this is not a quarantine induced psychosis, its an actual update! One Nitrogen crisis, a University graduation, three dumpster fires (one of which was literal), two mental disorders, a funeral, job change, and pandemic later, I'm back on this thing.

...look, just, sorry. I honestly didn't mean for this, or any of my stories, to be put on hold as long as they were. Jokes aside, life remains hectic as always and finding the time and energy to actually whip up something that is remotely up to par is hard to come by. Either way, hope you like it.

* * *

Hex hissed as he picked himself off the shattered concrete, ignoring the small drizzle that had started, sitting up just in time to see a portal close in the distance. He hummed, popping several limbs and fingers back into position with magic and healing several burns.

His quarry had escaped him and his forces had been scattered. But those forces were still active, if the sounds of distant conflict were anything to go by. He ought to have some time left before the local forces showed up to make matters difficult, what with them being preoccupied. Golems were simple creatures, but easy to power and quite useful for diversion.

Rising to his feet, supporting himself on his staff, he winced a bit at the pain in his ribs. Absorb had been easy enough of an enemy to deal with, but as soon as they had sprung their trap on Ultra, the larger hero had been far more aggressive and dangerous to deal with, as he'd torn straight through Hex's defensive barrier and assaulted him.

Which, he mused, coming up to the remains of the drone his associate had send him in aid, was nothing compared to what Lucky girl had visited on this machine. Vilgax had assured him that it was one of the physically toughest drones he had ever created, just to be certain that it could succeed in its one objective- which it had.

Lucky Girl had repaid its success by vaporizing most of it. Hex did not like admitting it, but he was glad that they had escaped. Lucky was not often on the warpath, and he was not certain he could have survived the combined might of her and Absorb.

The core of the machine was intact, only being the size of his palm and even harder than the exterior of the machine had been. He summoned it to him with a gesture. When it came in contact with his palm, he pushed his mana inwards, deftly pushing past the mechanical hindrances that the machine's very nature tried to put in front of him.

What he had taught Charmcaster so long ago was true- machinery and magic seldom blended well, and trying to do so was folly.

But both she and Lucky Girl, while powerful, were but children when it came to the finer points of magic. Using his telekinesis, he picked up a stray piece of shrapnel from the shattered bullet they had shot Ultra with and rammed it hard into the mechanical core's mainframe, a conduit for his magic to latch onto and enter. It was a strained connection, one that would not hold for long, but he did not require hours, only minutes. He focused his mind on it, and, before long, he felt his consciousness fade out, as if meditating, and he opened his mind's eye to find himself in a pitch black space.

Pitch black, safe for the single glowing green crystal illuminating a small pocket of it. There, he found his associate, hovering. Waiting.

"They escaped." The creature hissed, its squidlike face wriggling in clear agitation, tentacles floundering. Hex hummed, not correcting it. The beast continued. "They are resourceful. He will likely survive." It snarled.

Hex eyed him, gaze narrowing. "His death was not a requirement for our agreement, Vilgax. I set the trap, I supplied the materials. Succes was not asked for. And now I ask _you_ to hold up your end of the bargain."

The beast scoffed, narrowing its red eyes menacingly. "Yes, you desire some exotic materials. But why should I hold up my end when you have been so spectacularly useless in aiding me?"

Hex had anticipated this rebuttal, and smiled at hearing it. "Because," he started. "those materials will allow me to craft a weapon through which I can destroy both our menaces."

The alien warlord eyed him suspiciously for a long moment. Hex continued his persuasion. "We know they are involved- going after one will bring the other into the battle. And when that happens, we can destroy them both. But I will need your help, as you needed mine now."

The beast was silent again, until with poorly disguised interest, it spoke. "I'm listening."

* * *

Hope smacked her lips in satisfaction, relaxing into her plush couch with a sigh. Nothing quite like hunkering down with a good book and a glass of wine after a day working the flower shop. Especially when she could do said hunkering down next to her fire stove, surrounded by books and houseplants- some of more magical origin than others.

Gwen had groused that the appartment looked like a witch's cottage when she first saw it. Hope had cheerfully flipped her wayward friend/apprentice/partner-in-mayhem off.

"_C'mon Hope, you're literally a cat and a broom away from being a stereotype!" _

"_That's why I brought you, kitten."_

No, Hope had had enough angst and darkness in her teens (and in her wardrobe) for one lifetime, thank you. Her home could be cozy, and it became all the more so as she heard the tell tale pattering of rain starting up outside. She smiled. Yes, cosy was fine.

Or it would have been if a portal hadn't opened in her living room and several people came crashing through it.

She rolled off her couch in one fluid motion, a flash of light gearing her into her suit, mask and most importantly, her charms of Bezel strapped to the back of each hand. She unfolded from her crouch and turned to face the intruders in her house, fire dancing at her fingertips-

"Get off him! Get off him you idiot lug, he's been shot! He doesn't need you to crush him too- _get off!_"

Gwen, who had seemingly somewhere during her date felt compelled to summon her Lucky Girl outfit and her other charms of Bezel, promptly used the Charm of Telekinesis to fling a large man, that Hope now recognized as Absorb, across the room and into her bookcase.

A move that revealed a bleeding, wheezing Ultra on her floor with several holes in his chest.

"Kitten! What the hell?" She yelped, making her way over. "This is not how you seduce a man!"

"Oh thank you for telling me, I hadn't flipping noticed!" Gwen snapped, looking equal measures of angry and terrified as she quickly zipped the portal shut behind her before turning to Ultra, muttering a quick '_s__arcio_,' that wreathed her hands in green healing magic, placing them on his chest-

-only for it to dissipate and visible electricity shocking her hands. Gwen grit her teeth, trying to keep them there, but when her gloves started to smoke she took them off.

Before she could try to heal her hands or, just as likely, attempt to heal the wheezing, spasming boy again, Charmcaster knelt beside her, extending one green wreathed hand to heal her more effectively than Gwen ever could do herself while extending the other to hover over Ultra's chest, trying to figure out what was in there.

"I-I can't heal him." Gwen admitted, quietly, miserably. It broke Hope's heart a little. Gwen was nothing if not confident in her 'Lucky Girl' persona, not at all unlike an actor on a stage. But as much as she lived the role, she still doubted herself often.

And when she ran into a brick wall like this, she'd blame herself. Whether that was remotely fair, Hope did not yet know. "What happened?" She asked, quietly, brows furrowing at what her magical probing told her. Little wonder Gwen couldn't get in…

"He was shot by a bullet from Vilgax's drone." Came a gruff voice, underpinned by the same sort of distorter Ultra used. Hope spied Absorb rising from where he was almost buried under books, looking more than a little worse for wear- and that was before Gwen had thrown him. "Hex hit the bullet with magic and it shattered. The shrapnel made the holes." He continued as he knelt on Ultra's other side and extended an open hand to her, presenting a small piece if said shrapnel.

Her uncle's mana radiated off it. Taking it, she prodded at it with her own, finding that it easily sucked it up. Gwen, while no expert on magical metallurgy, perked up.

"Orichalcum!" She noted, sounding confused.

And for good reason, Hope considered as her eyes narrowed under her mask. Native to the deep sea, it was supposed to _conduct_ magic, which was why it was full of Hex's cloying mana. But it wasn't supposed to _repel_ it, so why was it rejecting their attempts at healing…?

Tossing the piece away, Hope hovered both her hands over the boys chest. His squirming had lessened and his breathing had become less shallow, so at least something was happening to keep him alive, but she doubted it'd be enough.

Reaching in with her mana, sharp tendrils where Gwen's was a cloud, she reached deeper, healed what she could, which she could tell helped _some, _but as she tried to go deeper, get to the actual shrapnel in his chest… "It feels like there's a thousand little creatures trying to wall me out." She grit, trying to push only to have the same electricity that had rebuffed Gwen shoot up her arms, making her wince.

Gwen took the information in with a fierce nod. "That's gotta be the nanoids he keeps going on about." She turned to Absorb across from her. "You know anything? You've gotta know_ something._"

The hero grimaced. "They're usually for maintenance- keep the machine running smoothly, make sure the engine's not overheating, all that stuff. But when we get damaged, they go into defense mode." He trailed off before swearing. "Which also repels magic. Something about Adama-what's it's name?" He grumbled, trying to remember.

"Adamantium." Hope mused, frowning. That would indeed work- when you ran a current through the stuff it repelled magic, shrugging it off like raindrops bouncing off a window. Which meant the bots couldn't touch the magically infused shrapnel, and also kept their healing magic out.

So what they needed to do-

"How do we get rid of the bots?" Gwen asked, sharply.

Hope could answer that. "We do not need to. We only need to break the adamantium in them by putting too much electricity through them. Through him."

"Hold up, that's not so simple-" Absorb was cut off by the charm of electrokinesis on Gwen's thigh lighting up and the girl brought a thunder wreathed hand down on Ultra, which caused him to spasm and grit his teeth, but hope could also feel the resistance to her mana lessening, so she tried to worm her healing magic in and just grab a piece of shrapnel and yank it back out-

Flames erupted as Ultra shifted into what Gwen had once affectionately referred to as 'hot butt', groaning in pain. Gwen recoiled with a hiss, quickly trying to heal her burned hand. Absorb growled, moving to kneel over the boys head and placed his hands on both shoulders, narrowly avoiding the flames… and then he shifted.

Hope was a little impressed. She'd seen transformative mages in action, and she knew that Absorb could theoretically take on attributes of what he absorbed, she just hadn't ever seen it in action and it was _way_ smoother than any mage could pull off.

Flames erupted under the hero's crownlike helmet, wreathing his face like a sort of beard, arms turning a magma like consistency, heat rolling off him as well as the plumes of flame spouting at his shoulders. But that wasn't what had both Gwen and Hope gasp, no, that was when, under the visor, nearly obscured by the crown and the flame beard, two glowing green orbs lit up, an emerald glow that branched out across his face in a vein-like pattern, down his neck, his shoulders, his arms until finally they branched into his fingers and seemingly _into_ Ultra.

The result was instantaneous as an entire _network _of glowing green veins sprang to life in the smaller hero, and a second later both males shifted back into their human form, though the green veins and glowing eyes remained. Even as he scrunched them partially shut in pain, they were clearly visible through the eye holes in Ultra's mask.

"The Omnitrix..." Gwen mused, leaning forward, curious as always, even if the nervous energy still radiated off her.

Absorb eyed her strangely for the remark, before nodding. "Yes. I mimicked his power." The man took a deep breath. "I'll keep him locked in this form." He winced. "And absorb any surplus lightning you dish out- otherwise you'll kill him."

"Hate to say it," Hope started as she moved to the other side of Ultra, opposite of Gwen, holding her green wreathed hands over him, feeling the charm of Resurrection spring to life as she did. "But focus on keeping him like this. I'll heal the damage, and bring him back."

Gwen nodded, bringing a lightning wreathed hand to bear before she… hesitated. Hope was about to point out that while he was stable enough now, they really couldn't dally on helping the hurting boy on the floor, before the redhead leaned across to peer at the glowing eyes peering back.

"I'm going to zap the bots." She explained. "Absorb's gonna keep you from transforming. I'll pull the shrapnel out as fast as I can," the charm of telekinesis flared, "and Hope is going to heal you up." The girl bit her lip. "It's gonna hurt like hell, we're gonna have to do several passes, and you might… probably will die. Several times-"

"Do," the boy gasped, "it." He grit his teeth before giving her a rare grimacing smile. "Do it."

Whatever shakiness and panic was left in Gwen evaporated before Hope's eyes. Gaze hard, she nodded before turning to the other enhanced humans in the room. They nodded in return.

"Alright, let's do this."

* * *

The portal into the Null-Void, apparently the squirt had his base in there, shut behind Gwen. Hope sighed with relief. And exhaustion. From her bookcase, a cautious voice caused her to turn her head.

"You okay?" Absorb asked as he returned some of the books he had knocked loose when Gwen had flung him across the room to their shelves. Or at least an approximation. She'd be ordering them later on, but she appreciated the gesture none-the-less.

She snorted, limbs feeling like jelly. "You try resurrecting someone nine times in the span of half an hour." She answered, grimacing. "And healing him up so I'm not bringing back a pile of charcoal every time Lucky Girl fried him." Honestly, between her depleted mana reserves, Gwen's obviously frazzled nerves and Absorb essentially taking the rebound from both keeping Utlra in check and getting shocked right alongside him-

Well. She suspected that, despite Gwen having to haul the kid out of here over her shoulder, Ultra would be feeling better than all three of them.

The curve of Absorb's lips turned down in a grimace of his own, putting back the last book as he turned back to her. "Still not sure how she even managed that. You'd think magic repelling robots would also shake off her lightning, but no, seemed they only cared about keeping helpful magic out." He extended a hand to her.

She took it, groaning as he hauled her to her feet. "Bezel's charms don't produce magic per se- they magically produce a natural phenomenon. The lightning she used wasn't made of mana like when I do it, it was the real deal." She cracked her neck. "Which is just as well, because I seem to recall you not liking magic all that much."

"It is… yeah, it sucks." He mused, before quirking a smile, turning his head to where the portal had closed. "It's interesting that she mentioned the Omnitrix though."

Hope hadn't really been paying much attention to that, more focused on the problem at hand, but she assumed it was a shorthand for whatever made Ultra… Ultra. She quirked an invisible brow. "Why?"

Absorb chuckled dryly. "Because I've lived with the kid for over two years, and he only ever told me after a rough day when he was drunk of his ass." His voice was a little bitter. "I don't think she had to work all that hard for the info."

Hope snorted. "Jealous? Is she stealing your man out from under you?" She teased.

Absorb scoffed, and Hope was secretly glad she hadn't pissed him off with that tease. The man looked like he could toss her out the window with one arm. "A little, but I'm glad he likes her enough to share. He needs it. And no, he's not my man. Chicks before dicks, thank you."

"How strange. I've got the opposite of that going."

"Damn, Lucky Charm was never gonna fly, was it?" He grumbled, sourly.

Hope snickered as she made her way to the kitchen. She had always found the romantic theories that their fanbase came up with hilarious, and was secretly relishing that fact that Kevin was gonna pay up next time she saw him for losing their bet on the matter. Perhaps she could hustle him into working the shop with her for a week.

Just to get some quality drama in whenever Gwen stopped by to visit. And eye candy.

Plan settled, she pulled out another glass from her cupboard and her bottle of wine from the fridge, making her way over to her abandoned glass near the couch, beckoning Absorb over.

"Have a drink, you look like you need one. I'll kick you out when I've recharged enough to portal you out of here."

The man cocked his head at her, before huffing. "Why am I not surprised that you're as bossy as Lucky Girl." He mused, sitting down on the couch beside her. She smirked, pouring him a glass, which he gratefully took.

"Maybe you just attract bossy people. Complaints?" She murmured.

He laughed, and Hope was already glad that this man was not as much of a sourpuss as Ultra could be. "None, I'd be lost without people like that." He raised his glass, and she clinked it. "To saving pint-sized heroes." He intoned.

She smirked. "Long may they live, tall may they grow."

"Nah, let them stay short. They're cute like this. Like really overpowered, angry hamsters."

"Oh my god, someone finally said it!"

* * *

Consciousness returned to Ben in slow burst. The first thing he noticed was that he was sore. All over, but mostly his chest. Past the pain, he started noticing the softness of his tattered suit (dad was going to be sad about that) to the hardness of the cot under him.

From there, he started to slowly regain sense of his limbs, of the potential for movement, of the light blaring down on him even through his closed eyes, of the sterile smell of his home (no brimstone, so he had that going for him) and the sound of-

"Day ninety-three of The Search: still no sign of the hot tub. Rations are running low, and morale is not far behind it. How much longer can this go on until the stubborn squirt who owns the place will wisen up to the luxuries of hot water in a large bowl?"

-the sound of Lucky Girl ribbing him. A part of him was still surprised at how, over the course of just a few months, he'd gone from tolerating her in his space to actively expecting her to be there. A much larger part of him was just happy about it.

...which might be a problem, judging by tonight. Fighting down the urge to laugh and even smile, he sat up on the cot and slowly blinked open his eyes. His mask was still in place, fortunately, not that Lucky Girl seemed to care much about finding out his identity.

Not like it would do her any good; it's not like they knew each other as anything other than superheroes anyway. "Thank you." He said, simply. Keep it short, keep it simple. Keep it professional. "For saving me." He elaborated. He'd have to thank Kevin for helping out in that too. And maybe get a token of thanks for Charmcaster too. Maybe a fruit basket. Everybody loved those.

Lucky girl snorted, flipping her hair with a faint smirk, lounging on his couch across the room. "Don't thank me; you have no idea how much catharsis I got out of deep-frying your killjoy butt."

He fought down a smile again. After years of surviving life and death situations with her, her flippant attitude towards his demise was more insulting than offending. He lifted himself off the cot, standing on shaky legs, not that he let it show. Most people wouldn't have noticed.

Lucky, of course, noticed immediately. "Should you be doing that?"

He shrugged, ignoring the way his muscles pulled and stung at the move. "The show must go on." He made his way over to the part of his base where he kept most of his equipment; where he'd left his suit before going on this ill-conceived date.

Pausing in front of the mirror, he opened his shirt to survey the damage. He almost grimaced at what he saw, because there were eight small, but still clearly visible scars on his chest.

Good thing he just showed up in gym clothes whenever he had the class in school, and never broke enough of a sweat to warrant a shower. Otherwise he'd have some awkward explaining to do. He sighed, moving away from the mirror and started removing his headwear.

Removing his mask, careful to keep his back to her even as he knew she wouldn't try to see anything, he placed his off-duty helmet on his head, locking the visor in place. He immediately felt more like himself.

He was acutely aware of Lucky's burning gaze on him as he started removing the tattered and damaged suit, but regardless of whether he was on duty or not, he was never one for modesty. Besides, he'd be lying if he said that her attention wasn't flattering.

He tossed the blazer and button-up to the side, both too singed and full of holes. No salvaging any of that. He was very aware of the undisguised intake of breath behind him, one that turned into something of a purr when his pants and footwear followed. He almost smirked.

"Didn't think you'd be in the mood after a night like this, but I like where this is going."

"It goes no further than this." He informed her. His underwear attached to his suit anyway, no point in taking it off. And he had _some _decency in him; Gwen and grandpa had seen to that long ago. Picking up a small adapter, he attached it to the back of his helm and turned it on. He felt his suit spread out, down his neck, over his back, fusing with what little he still carried him, starting blue and shifting to white the further it got out from his chest until it covered him completely. He breathed a sigh of relief as he flexed his fingers. This was good. Familiar.

"Aw, you can't tease a girl like that and not follow through."

That too, was familiar.

"Watch me."

"Don't mind if I do." She purred.

He almost sighed. He almost smiled. He turned to face her where she sat on his couch, legs crossed, arms draped across the back of the furniture like she owned it. Much as he had appreciated seeing her in a dress, and he had _very_ much appreciated it, seeing her back in her superhero suit, all swagger and ease…

It reminded him of all the reasons he fell in love with her in the first place. Which did not make what had to come next any easier.

"We need to talk." He intoned, unable to keep the slight hint of resignation out of his voice. To anyone else, Lucky would've looked perfectly at ease with the statement, but he could all but feel her agitation skyrocket. She nodded, rising from her seat and walking over, crossing her arms when she came to stand in front of him.

"I have a feeling I know what this is going to be about."

Ben's jaw tensed, but he did not comment. She was likely right, anyway. As much as both of them might dismiss danger out of hand, laugh it off even, they both knew that tonight had been far closer than usual. He could not ignore the warning for what it was. "You're probably right." He told her. "You know that because you know _me_, and what I'm about: the job."

She scoffed. "Yes, I'm aware, captain bore."

He grit his teeth. She was not going to make this easy on either of them. He reigned in his temper, though. He needed to make her understand, and getting angry was a surefire way to fail at that.

And he'd already failed enough tonight. "I… thought I could do this." He admitted. "When I kissed you, I did not think anything would come of it, and if it did, that I could manage it. That Ultra could save the day and get the girl while at it." She did not laugh at the quip. He did not blame her. "But I messed up. I left the city defense weakened by letting it's first and second line of defense go AWOL, I endangered both you and Absorb-"

"I was a willing participant in tonight, Ultra." She cut him off. "I get that you're going to go on about how stupid this date idea was, and honestly, I agree, if only because it is more fun kicking in teeth with you than going out to a masquerade." Her glare hardened behind her mask. "But don't try to pretend like I was some wayward child that you should have exercised some sort of parental authority over- _we_ took a chance. I like to get credit for the messes I make, thank you."

Ben was about to protest on instinct when he stopped himself. As much as his default setting with her was still condescending on account of her irresponsible use of her power, if Lucky had shown him anything over the months that they had spent getting closer, it was that she was far from stupid and far from unaware of the value and responsibility of the power she wielded. That she chose to use it for her own entertainment, and occasionally to aid the city, was something he had learned to respect even if he did not agree fully.

He had to at least do her the courtesy of respecting that. "_We_ took a chance." He conceded. "We lowered our guard, went into a hazardous situation that we _should_ have prevented by doing our job in the first place and patrolling, but to make matter worse, I show up under-equipped and untransformed because, for some reason, I show up in a _suit _that I don't want to destroy by transforming and get distracted enough gawking at you-"

"I knew that dress would turn you on."

...keep going, don't focus on that satisfied twinkle in her eyes, don't kiss that sexy smirk. "Distracted enough to get shot." He finished, the humor draining out of her in under a second. Seeing he had her attention, he stepped closer, unable to resist. "This wasn't random, Lucky. This was a tailored strike on me, at a time when Vilgax knew I would be vulnerable. I don't know how he got Hex in on this, but he did. And the literal second that I let my guard down, it bites me. We got off lucky-" Her lip quirked at the phrasing and he fought desperately to keep his own amusement in check. "-but that won't last if we keep being this careless. And I can't afford to fail in this duty. I can't afford to slip up, to be distracted." He cut himself off, refusing to think of what he lost when he treated this like a joke, as she so often did. Refused to think about what he feared to lose if he did so again.

"I know you hate it, but I do take this job seriously. I cannot stop. And... tonight showed quite clearly that I _can't_ save the day and get the girl." He admitted, softly, not bothering to hide his own displeasure with the thought.

Silence reigned, tense and oppressive, a thousand expressions flashing across her face, ranging from grim admiration to fevered rage.

Her jaw worked hard, teeth gritting and mouth opening and closing, for a few long seconds, before she spoke. "Sounds to me," she started, lowly, "like you're dumping me because you're_ scared _and your hero complex is out of control_. _So, dating makes our nights a little more dangerous. We're superheroes, danger is what we do. We can handle that, we just have to be smarter about it than we have been."

His scoff was scathing. "Easy for you to say when you don't have to bear the consequences if we mess up! Or need I remind you who was the one that got shot for this mistake?"

She stepped closer, glaring into his face, mana crackling around her. "Easy for you to say; you didn't have to watch the one you love die _eight times over _attempting to save his dumb ass!" She seethed.

The silence was deafening, and any attempt at maintaining his composure dropped along with his jaw. Lucky huffed out a frustrated breath, one hand reaching up to pinch the bridge of her nose, displacing the mask ever so slightly. He lowered his gaze, mind whirling but still respecting the boundaries between them. Her voice still found him.

"Just, please, don't do that again." She sounded small, vulnerable. "You scared me." Which would have been as close to an admission of affection as she ever got, if she hadn't literally just told him she loved him two breaths ago. His mind was still reeling from that one, and every cell in his body was screaming for him to scoop her up and hold her close. Instead, he stepped a little closer.

"I... I did not think it would affect you this badly." He admitted. "Everything always seems to bounce right off you." She laughed, softly, weakly.

"This didn't. I care, idiot. Probably way more than I should." She told him, fixing her mask and raising her head to look at him properly. She looked so, so very tired, but her smile was rueful. "I guess it's kinda funny- the folks at the bar have been telling me for ages to just jump you and get it out of my system. But one of them suggested I try to actually romance you, take it slow."

Ultra smiled, slowly finding his bearings. "Carly." He guessed, having a passing familiarity with her friends at least. She smiled, punching him lightly in the bicep.

"I knew you totally remembered their names. But yes, she told me to take it slow. See if there was potential. And against all my instincts, I did that." She admitted, eyeing him with naked affection, and he tried desperately to recall how he could even conceive letting this girl go.

He swallowed, angling his body into her space despite his better judgment screaming that this was not at all how this conversation was supposed to go, that this was another stupid mistake-

"And I fell in love with you. All boring, obstinate, self-righteous three feet of you."

Ben sighed, smiling. "Only you could make a love confession insulting." He remarked, dryly. She huffed out a laugh, close enough for him to feel it tickle his face.

"You love me for it, and you know it." She returned, and funnily enough, while he'd have chalked it up to ego months ago, he now saw it for what it was: bluster. He could shoot her down, and she'd pass the statement off as a joke, appearing unshaken. But he could see the slight hint of vulnerability in every inch of her, and he understood now, better than ever, how things did get to her. How he got to her.

So he did not shoot her down, as he knew he should. Instead, he smiled. "I do. I thought that getting closer to you would teach me all the ways in which I couldn't tolerate you. And yet..."

"And yet, here we are, two idiots in love when it's probably the dumbest idea this side of the cosmos." She shrugged her shoulders. "Can't blame you though, I'm just irresistible like that." She smirked, reaching out a hand to clasp his. He adjusted the grip to twine his fingers through hers. Her expression softened and his heart melted just a little more for her. "I get your worries, Ultra, and I understand the consequences of failing as well as you do, and we're gonna have to be more careful about this." She told him, raising her other hand to trace over his chest.

Over his new patchwork of scars beneath it. He grimaced, averting his gaze down before her hand crept up and cupped his cheek, angling him back to meet her gaze.

"But- and this is permission for you to call me a sap till the day I die- I refuse to give this up over that." Lucky said, fiercely, fingers twined securely on his, warm hand cupping his cheek, affection and determination screaming from her every pore.

Ben couldn't refuse her if he tried, and did not want to. So he shoved the screaming part of him that kept repeating that he ought to focus on his job, and instead smiled, telling that part to fuck right off. He was saving the day _and _getting the girl if it killed him. So long as that girl was this one. "Then neither am I." He agreed, taking secret delight in the sheer relief and happiness that came over her. He shared it. "I guess taking it slow paid off, delinquent."

Lucky tensed for a moment before she relaxed again, her body angling towards him, closing in.

"Yeah, about that." She started, mood shifting abruptly. If she'd looked affectionate before, now she looked hungry. He gulped and her hand moved from his cheek to the back of his neck, pulling him closer. "I like where actually dating got us, but we _did_ kind of cut it a little close tonight. So just in case our next date is somehow even worse..." Her hand hit the small adapter stuck to the bottom of his helmet, running electricity through it.

Most of his suit disappeared and a wave of healing magic washed over him, diminishing his soreness to ignorable levels. He quirked an amused smile back at her smirk. "Subtle as ever, troublemaker."

She closed the distance, kissing him deeply and he moved his free hand to curl around her waist, pulling her flush against him as she fought him tongue and nail. They'd made out plenty of times by now, and every time there was an undertone of 'more' in it, but never had it been quite as potent as it was now.

Maybe that was because he could feel her intent in every line of her body. Maybe it was because he knew he would not refuse her anything right now.

Maybe because he wanted it too.

They pulled back for air and she stepped just out of reach, a flash of light taking her hero suit away and leaving her in the dress she'd worn on their date. The very flattering, easy to remove dress that revealed endless legs and did nothing to hide the excited flush peppering her collarbones in the most endearingly sexy way.

He felt like making a map of that flush with his lips. He wet them in anticipation, struck by the way her eyes tracked the movement, flashing hungrily.

Lucky started walking backwards towards the couch, slowly, invitingly, hair shining beautifully and eyes brimming with mischief. "I'm _done_ taking it slow. You coming?"

As if she needed to ask. Biting back a growl, he all but pounced.

* * *

Bliss. Utter, sore, embarrassing, sinful bliss.

That was how Gwen felt as she lay draped across her school desk, smiling like the most satisfied cat on the planet. She was the cause of many of her classmates' snickers, but she couldn't bring herself to care.

Sure, it was probably hilarious for them to see calm, collected Gwen Tennyson straggle into class with a limp and a dazed expression peppered with a semi-permanent blush on her face.

They were probably thinking she'd had the night of her life. Well, she had, so there. She'd think of a more coherent way to be offended about their snickering when she wasn't melting into goo at every twitch her body made.

And when she could think passed all the wonderful memories she had dancing behind her eyes.

She was about to lay down her head for just a few more minutes of reliving the moment where Ultra had pulled out handcuffs, of all things, when the snickering picked up around her. Using what little reserves she had left, she cracked open one eye to find that her cousin was walking into class.

Well, not walking per se, she mused with a weak giggle of her own, watching with lidded eyes as her doofus literally dragged himself across the floor until he reached their shared desk. Seemed she wasn't the only one who'd gotten lucky. She'd lend him a hand, really, but she was way too sore to even consider heaving his dumb butt.

And while she really liked the way he calmed down and took things more seriously lately, she still enjoyed watching him struggle to get into his seat.

Somehow he managed to do just that, sagging with sigh that belied the cheek splitting grin that seemed to be fixed to his face. Not that she could give him shit for that one.

When he noticed her, he quirked a brow, eyes alight with a carefree mischief. She shrugged, weakly. He snickered, holding up his fist for her. Salvaging the last of her strength, she bumped it with her own before they both dropped them with satisfied groans.

"Good for you, dweeb."

"Same to you, doofus. Don't ever tell me the details."

"I kinda feel like I should; Kevin never spared any, and if I have to suffer like that, so should you."

"I'd kick your ass for that remark and the fact that you even know those details, but I can't feel my legs."

"Lucky me." He returned, and she almost snickered at the irony of his words. "So, _so_ lucky." He sighed, the little shit actually _sighed. __Wistfully_. Like they do in cheesy romances. This time, she did snicker.

But again, it wasn't like she could give him any grief, because she couldn't stop herself from copying the sound seconds later. "That makes two of us, lame brain."

* * *

A/N: Bit talky and heavy, but I'm pretty confident that I can make the tone a little lighter for the next few chapters. I generally prefer that for this one, my other stories are heavy enough.

For anyone who's not sure, this time the fade to black was _definitely_ them having sex. I might write that scene out and post it as a separate oneshot. Don't think I've ever written actual romantic smut so it'd be an interesting challenge. Hope you enjoyed, I hope that my next update for this thing won't take as ungodly long.

Take care folks, don't go outside too much, just stay in and read trash romance.


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